<DOCUMENT>
<TYPE>EX-25.1
<SEQUENCE>5
<FILENAME>ex25-1.txt
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                                                                   Exhibit 25.1


                       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, National Association
                             100 East Broad Street
                           Columbus, Ohio 43271-0181
                Attn: Steven M. Wagner, Director, (312) 407-1819
           (Name, address and telephone number of agent for service)

                               MASCO CORPORATION
              (Exact name of obligor as specified in its charter)



             Delaware                                         38-1794485
  (State or other jurisdiction of                          (I.R.S. employer
   incorporation or organization)                       identification number)

      21001 Van Born Road
        Taylor, Michigan                                         48180
(Address of principal executive offices)                      (Zip Code)


                        (Title of Indenture Securities)

<PAGE>


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 certificates 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.


                                       2
<PAGE>


         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, NA, 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 30th day of March, 2001.


                      Bank One Trust Company, NA,
                      Trustee

                      By ___________________________________________
                           /s/ Christopher Holly
                           Assistant Vice President


                                       3
<PAGE>


                                   EXHIBIT 1

                  A COPY OF THE ARTICLES OF ASSOCIATION OF THE
                             TRUSTEE NOW IN EFFECT

                              AMENDED AND RESTATED
                            ARTICLES OF ASSOCIATION
                                       of
                           BANK ONE TRUST COMPANY, NA


FIRST. The title of this Association shall be BANK ONE TRUST COMPANY, NA.

SECOND. The main office of the Association shall be in the City of Columbus,
County of Franklin, State of Ohio.

The business of the Association will be limited to the fiduciary powers and the
support of activities incidental to the exercise of those powers. The
Association will not expand or alter its business beyond that stated in this
article without the prior approval of the Comptroller of the Currency.

THIRD. The Board of Directors of this Association shall consist of not less
than five nor more than twenty-five persons, 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 a majority of the shareholders at any annual or
special meeting thereof. Each director shall own common or preferred stock of
the Association, or of a holding company owning the Association, with an
aggregate par, fair market or equity value of not less than $1,000, as of
either (i) the date of purchase, (ii) the date the person became a director, or
(iii) the date of that person's most recent election to the Board of Directors,
whichever is more recent. Any combination of common or preferred stock of the
Association or holding company may be used.

Any vacancy in the Board of Directors may be filled by action of a majority of
the remaining directors between meetings of shareholders. The Board of
Directors may not increase the number of directors between meetings of
shareholders to a number which: (1) exceeds by more than two the number of
directors last elected by shareholders where the number was 15 or less; or (2)
exceeds by more than four the number of directors last elected by shareholders
where the number was 16 or more, but in no event shall the number of directors
exceed 25.

Terms of directors, including directors selected to fill vacancies, shall
expire at the next regular meeting of shareholders at which directors are
elected, unless the directors resign or are removed from office.

Despite the expiration of a director's term, the director shall continue to
serve until his or her successor is elected and qualifies or until there is a
decrease in the number of directors and his or her position is eliminated.


                                       4
<PAGE>


Honorary or advisory members of the Board of Directors, without voting power or
power of final decision in matters concerning the business of the Association,
may be appointed by resolution of a majority of the full Board of Directors, or
by resolution of shareholders at any annual or special meeting. Honorary or
advisory directors shall not be counted to determine the number of directors of
the Association or the presence of a quorum in connection with any board
action, and shall not be required to own qualifying shares.

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 therefor in the
Bylaws or, if that day falls on a legal holiday in the state in which the
Association is located, on the next following banking day. If no election is
held on the day fixed or in the event of a legal holiday on the following
banking day, an election may be held on any subsequent day within 60 days of
the day fixed, to be designated by the Board of Directors or, if the directors
fail to fix the day, by shareholders representing two-thirds of the shares
issued and outstanding. In all cases at least 10 days advance notice of the
meeting shall be given to the shareholders by first class mail.

In all elections of directors, the number of votes each common shareholder may
cast will be determined by multiplying the number of shares such shareholder
owns by the number of directors to be elected. Those votes may be cumulated and
cast for a single candidate or may be distributed among two or more candidates
in the manner selected by the shareholder. On all other questions, each common
shareholder shall be entitled to one vote for each share of stock held by such
shareholder. If the issuance of preferred stock with voting rights has been
authorized by a vote of shareholders owning a majority of the common stock of
the association, preferred shareholders will have cumulative voting rights and
will be included within the same class as common shareholders, for purposes of
elections of directors.

A director may resign at any time by delivering written notice to the Board of
Directors, its chairperson, or to the Association, which resignation shall be
effective when the notice is delivered unless the notice specifies a later
effective date.

A director may be removed by shareholders at a meeting called to remove him or
her, when notice of the meeting stating that the purpose or one of the purposes
is to remove him or her is provided, if there is a failure to fulfill one of
the affirmative requirements for qualification, or for cause, provided,
however, that a director may not be removed if the number of votes sufficient
to elect him or her under cumulative voting is voted against his or her
removal.

FIFTH. The authorized amount of capital stock of this Association shall be
eighty thousand shares of common stock of the par value of ten dollars ($10.00)
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.

No holder of shares of the capital stock of any class of the Association shall
have any preemptive 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


                                       5
<PAGE>


determine and at such price as the Board of Directors may from time to time fix.
Unless otherwise specified in the Articles of Association or required by law,
(1) all matters requiring shareholder action, including amendments to the
Articles of Association, must be approved by shareholders owning a majority
voting interest in the outstanding voting stock, and (2) each shareholder shall
be entitled to one vote per share.

Unless otherwise specified in the Articles of Association or required by law,
all shares of voting stock shall be voted together as a class on any matters
requiring shareholder approval. If a proposed amendment would affect two or
more classes or series in the same or a substantially similar way, all the
classes or series so affected must vote together as a single voting group on
the proposed amendment.

Shares of the same class or series may be issued as a dividend on a pro rata
basis and without consideration. Shares of another class or series may be
issued as share dividends in respect of a class or series of stock if approved
by a majority of the votes entitled to be cast by the class or series to be
issued unless there are no outstanding shares of the class or series to be
issued. Unless otherwise provided by the Board of Directors, the record date
for determining shareholders entitled to a share dividend shall be the date the
Board of Directors authorizes the share dividend.

Unless otherwise provided in the Bylaws, the record date for determining
shareholders entitled to notice of and to vote at any meeting is the close of
business on the day before the first notice is mailed or otherwise sent to the
shareholders, provided that in no event may a record date be more than 70 days
before the meeting.

If a shareholder is entitled to fractional shares pursuant to preemptive
rights, a stock dividend, consolidation or merger, reverse stock split or
otherwise, the Association may: (a) issue fractional shares or; (b) in lieu of
the issuance of fractional shares, issue script or warrants entitling the
holder to receive a full share upon surrendering enough script or warrants to
equal a full share; (c) if there is an established and active market in the
Association's stock, make reasonable arrangements to provide the shareholder
with an opportunity to realize a fair price through sale of the fraction, or
purchase of the additional fraction required for a full share; (d) remit the
cash equivalent of the fraction to the shareholder; or (e) sell full shares
representing all the fractions at public auction or to the highest bidder after
having solicited and received sealed bids from at least three licensed stock
brokers, and distribute the proceeds pro rata to shareholders who otherwise
would be entitled to the fractional shares. The holder of a fractional share is
entitled to exercise the rights for shareholder, including the right to vote,
to receive dividends, and to participate in the assets of the Association upon
liquidation, in proportion to the fractional interest. The holder of script or
warrants is not entitled to any of these rights unless the script or warrants
explicitly provide for such rights. The script or warrants may be subject to
such additional conditions as: (1) that the script or warrants will become void
if not exchanged for full shares before a specified date; and (2) that the
shares for which the script or warrants are exchangeable may be sold at the
option of the Association and the proceeds paid to scriptholders.


                                       6
<PAGE>


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. Obligations classified as debt, whether or not subordinated,
which may be issued by the Association without the approval of shareholders, do
not carry voting rights on any issue, including an increase or decrease in the
aggregate number of the securities, or the exchange or reclassification of all
or part of securities into securities of another class or series.

SIXTH. The Board of Directors shall appoint one of its members president of
this Association, and one of its members chairperson of the board and shall
have the power to appoint one or more vice presidents, a secretary who shall
keep minutes of the directors' and shareholders' meetings and be responsible
for authenticating the records of the Association, and such other officers and
employees as may be required to transact the business of this Association. A
duly appointed officer may appoint one or more officers or assistant officers
if authorized by the Board of Directors in accordance with the Bylaws.
The Board of Directors shall have the power to:

(1)  Define the duties of the officers, employees, and agents of the
     Association.

(2)  Delegate the performance of its duties, but not the responsibility for its
     duties, to the officers, employees, and agents of the Association.

(3)  Fix the compensation and enter into employment contracts with its officers
     and employees upon reasonable terms and conditions consistent with
     applicable law.

(4)  Dismiss officers and employees.

(5)  Require bonds from officers and employees and to fix the penalty thereof.

(6)  Ratify written policies authorized by the Association's management or
     committees of the board.

(7)  Regulate the manner in which any increase or decrease of the capital of
     the Association shall be made, provided that nothing herein shall restrict
     the power of shareholders to increase or decrease the capital of the
     association in accordance with law, and nothing shall raise or lower from
     two-thirds the percentage for shareholder approval to increase or reduce
     the capital.

(8)  Manage and administer the business and affairs of the Association.

(9)  Adopt initial Bylaws, not inconsistent with law or the Articles of
     Association, for managing the business and regulating the affairs of the
     Association.

(10) Amend or repeal Bylaws, except to the extent that the Articles of
     Association reserve this power in whole or in part to shareholders.

(11) Make contracts.

(12) Generally perform all acts that are legal for a Board of Directors to
     perform.


                                       7
<PAGE>


SEVENTH. The Board of Directors shall have the power to change the location of
the main office of this Association to any other place within the limits of the
City of Columbus, State of Ohio, without the approval of the shareholders; and
shall have the power to change the location of the main office of this
Association to any other place outside the limits of the City of Columbus,
State of Ohio, but not more than thirty miles beyond such limits, with the
affirmative vote of shareholders owning two-thirds of the stock of the
Association, subject to receipt of a certificate of approval from the
Comptroller of the Currency. The Board of Directors shall have the power to
establish or change the location of any branch or branches of the Association
to any other location permitted under applicable law without the approval of
the shareholders, subject to approval by the Office of the Comptroller of the
Currency. The Board of Directors shall have the power to establish or change
the location of any nonbranch office or facility of the Association without the
approval of the shareholders.

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

NINTH. The Board of Directors of this Association, or any shareholders owning,
in the aggregate, not less than 20 percent of the stock of this Association,
may call a special meeting of shareholders at any time. Unless otherwise
provided by the Bylaws or the laws of the United States, or waived by
shareholders, 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, and no more than 60, days prior to the date of the
meeting to each shareholder of record at his/her address as shown upon the
books of this Association. Unless otherwise provided by the Bylaws, any action
requiring approval of shareholders must be effected at a duly called annual or
special meeting.

TENTH.  The Association shall provide indemnification as set forth below:

Every person who is or was a Director, officer or employee of the Association
or of any other corporation which he served as a Director, officer or employee
at the request of the Association as part of his regularly assigned duties may
be indemnified by the Association in accordance with the provisions of this
Article against all liability (including, without limitation, judgments, fines,
penalties, and settlements) and all reasonable expenses (including, without
limitation, attorneys' fees and investigative expenses) that may be incurred or
paid by him in connection with any claim, action, suit or proceeding, whether
civil, criminal or administrative (all referred to hereafter in this Article as
"Claims") or in connection with any appeal relating thereto in which he may
become involved as a party or otherwise or with which he may be threatened by
reason of his being or having been a Director, officer or employee of the
Association or such other corporation, or by reason of any action taken or
omitted by him in his capacity as such Director, officer or employee, whether
or not he continues to be such at the time such liability or expenses are
incurred; provided that nothing contained in this Article shall be construed to
permit indemnification of any such person who is adjudged guilty of, or liable
for, willful misconduct, gross neglect of duty or criminal acts, unless, at the
time such indemnification is sought, such indemnification in such instance is
permissible under applicable law and regulations, including published rulings
of the Comptroller of the Currency or other appropriate


                                       8
<PAGE>


supervisory or regulatory authority; and provided further that there shall be
no indemnification of Directors, officers, or employees against expenses,
penalties, or other payments incurred in an administrative proceeding or action
instituted by an appropriate 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
the Association.

Every person who may be indemnified under the provisions of this Article and
who has been wholly successful on the merits with respect to any Claim shall be
entitled to indemnification as of right. Except as provided in the preceding
sentence, any indemnification under this Article shall be at the sole
discretion of the Board of Directors and shall be made only if the Board of
Directors or the Executive Committee acting by a quorum consisting of Directors
who are not parties to such Claim shall find or if independent legal counsel
(who may be the regular counsel of the Association) selected by the Board of
Directors or Executive Committee whether or not a disinterested quorum exists
shall render their opinion that in view of all of the circumstances then
surrounding the Claim, such indemnification is equitable and in the best
interests of the Association. Among the circumstances to be taken into
consideration in arriving at such a finding or opinion is the existence or
non-existence of a contract of insurance or indemnity under which the
Association would be wholly or partially reimbursed for such indemnification,
but the existence or non-existence of such insurance is not the sole
circumstance to be considered nor shall it be wholly determinative of whether
such indemnification shall be made. In addition to such finding or opinion, no
indemnification under this Article shall be made unless the Board of Directors
or the Executive Committee acting by a quorum consisting of Directors who are
not parties to such Claim shall find or if independent legal counsel (who may
be the regular counsel of the Association) selected by the Board of Directors
or Executive Committee whether or not a disinterested quorum exists shall
render their opinion that the Directors, officer or employee acted in good
faith in what he reasonably believed to be the best interests of the
Association or such other corporation and further in the case of any criminal
action or proceeding, that the Director, officer or employee reasonably
believed his conduct to be lawful. Determination of any Claim by judgment
adverse to a Director, officer or employee by settlement with or without Court
approval or conviction upon a plea of guilty or of nolo contendere or its
equivalent shall not create a presumption that a Director, officer or employee
failed to meet the standards of conduct set forth in this Article. Expenses
incurred with respect to any Claim may be advanced by the Association prior to
the final disposition thereof upon receipt of an undertaking satisfactory to
the Association by or on behalf of the recipient to repay such amount unless it
is ultimately determined that he is entitled to indemnification under this
Article.

The rights of indemnification provided in this Article shall be in addition to
any rights to which any Director, officer or employee may otherwise be entitled
by contract or as a matter of law. Every person who shall act as a Director,
officer or employee of this Association shall be conclusively presumed to be
doing so in reliance upon the right of indemnification provided for in this
Article.


                                       9
<PAGE>


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. The Association's Board of Directors may
propose one or more amendments to the Articles of Association for submission to
the shareholders.


                                      10
<PAGE>


                                   EXHIBIT 2

                 A COPY OF THE CERTIFICATE OF AUTHORITY OF THE
                          TRUSTEE TO COMMENCE BUSINESS



                                  CERTIFICATE


I, John D. Hawke, Jr., 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 of all National Banking
Associations.

2. "Bank One Trust Company, National Association," Columbus, Ohio, (Charter No.
16235) 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 seal of

                                   office to be affixed to these presents at the

                                   Treasury Department in the City of

                                   Washington and District of Columbia, this

                                   24th day of March, 1999.




                                   /s/ John D. Hawke, Jr.
                                   ----------------------
                                   Comptroller of the Currency


                                      11
<PAGE>


                                   EXHIBIT 3


                   A COPY OF THE AUTHORIZATION OF THE TRUSTEE
                       TO EXERCISE CORPORATE TRUST POWERS


                                  CERTIFICATE



I, John D. Hawke, Jr., 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 of all National Banking
Associations.

2. "Bank One Trust Company, National Association," Columbus, Ohio, (Charter No.
16235) was granted, under the hand and seal of the Comptroller, the right to
act in all fiduciary capacities authorized under the provisions of the Act of
Congress approved September 28, 1962, 76 Stat. 668, 12 U.S.C. 92a, and that the
authority so granted remains in full force and effect on the date of this
Certificate.


                                  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

                                  24th day of March, 1999.




                                  /s/ John D. Hawke, Jr.
                                  ----------------------
                                  Comptroller of the Currency


                                      12
<PAGE>


                                   EXHIBIT 4

                 A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE



                          BANK ONE TRUST COMPANY, N.A.
                                    BY-LAWS

                                   ARTICLE I

                            MEETINGS OF SHAREHOLDERS

SECTION 1.01. ANNUAL MEETING. The regular annual meeting of the shareholders of
the Bank for the election of Directors and for the transaction of such business
as may properly come before the meeting shall be held at its main office, or
other convenient place duly authorized by the Board of Directors, on the same
day upon which any regular or special Board meeting is held from and including
the first Monday of January to, and including, the fourth Monday of February of
each year, or on the next succeeding banking day, if the day fixed falls on a
legal holiday. If from any cause, an election of Directors is not made on the
day fixed for the regular meeting of the shareholders or, in the event of a
legal holiday, on the next succeeding banking 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 law; and notice thereof shall be
given in the manner herein provided for the annual meeting. Notice of such
annual meeting shall be given by or under the direction of the Secretary, or
such other officer as may be designated by the Chief Executive Officer, by
first-class mail, postage prepaid, to all shareholders of record of the Bank at
their respective addresses as shown upon the books of the Bank mailed not less
than ten days prior to the date fixed for such meeting.

SECTION 1.02. SPECIAL MEETINGS. A special meeting of the shareholders of the
Bank may be called at any time by the Board of Directors or by any three or
more shareholders owning, in the aggregate, not less than ten percent of the
stock of the Bank. Notice of any special meeting of the shareholders called by
the Board of Directors, stating the time, place and purpose of the meeting,
shall be given by or under the direction of the Secretary, or such other
officer as is designated by the Chief Executive Officer, by first-class mail,
postage prepaid, to all shareholders of record of the Bank at their respective
addresses as shown upon the books of the Bank mailed not less than ten days
prior to the date fixed for such meeting. Any special meeting of shareholders
shall be conducted and its proceedings recorded in the manner prescribed in
these By-Laws for annual meetings of shareholders.


<PAGE>


SECTION 1.03. SECRETARY OF MEETING OF SHAREHOLDERS. The Board of Directors may
designate a person to be the secretary of the meeting of shareholders. In the
absence of a presiding officer, as designated by these By-Laws, the Board of
Directors may designate a person to act as the presiding officer. In the event
the Board of Directors fails to designate a person to preside at a meeting of
shareholders and a secretary of such meeting, the shareholders present or
represented shall elect a person to preside and a person to serve as secretary
of the meeting. The secretary of the meeting of shareholders shall cause the
returns made by the judges of election and other proceedings to be recorded in
the minute books of the Bank. The presiding officer shall notify the
Directors-elect of their election and to meet forthwith for the organization of
the new Board of Directors. The minutes of the meeting shall be signed by the
presiding officer and the secretary designated for the meeting.

SECTION 1.04. JUDGES OF ELECTION. The Board of Directors may appoint as many as
three shareholders to be judges of the election, who shall hold and conduct the
same, and who shall, after the election has been held, notify, in writing over
their signatures, the secretary of the meeting of shareholders of the result
thereof and the names of the Directors elected; provided, however, that upon
failure for any reason of any judge or judges of election, so appointed by the
Directors, to serve, the presiding officer of the meeting shall appoint other
shareholders or their proxies to fill the vacancies. The judges of election, at
the request of the chairman of the meeting, shall act as tellers of any other
vote by ballot taken at such meeting, and shall notify, in writing over their
signature, the secretary of the Board of Directors of the result thereof.

SECTION 1.05. PROXIES. In all elections of Directors, each shareholder of
record, who is qualified to vote under the provisions of Federal Law, shall
have the right to vote the number of shares of record in such shareholder's
name for as many persons as there are Directors to be elected, or to cumulate
such shares as provided by Federal Law. In deciding all other questions at
meetings of shareholders, each shareholder shall be entitled to one vote on
each share of stock of record in such shareholder's name. Shareholders may vote
by proxy duly authorized in writing. All proxies used at the annual meeting
shall be secured for that meeting only, or any adjournment thereof, and shall
be dated, if not dated by the shareholder, as of the date of the receipt
thereof. No officer or employee of this Bank may act as proxy.

SECTION 1.06. QUORUM. Holders of record of a majority of the shares of the
capital stock of the Bank, eligible to be voted, present either in person or by
proxy, shall constitute a quorum for the transaction of business at any meeting
of shareholders, but shareholders present at any meeting and constituting less
than a quorum may, without further notice, adjourn the meeting from time to
time until a quorum is obtained. 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 2.01. QUALIFICATIONS. Each Director shall have the qualifications
prescribed by law. No person elected as a Director may exercise any of the
powers of office until such Director has taken the oath of such office.


<PAGE>


SECTION 2.02. VACANCIES. Directors of the Bank shall hold office for one year
or until their successors are elected and qualified. Any vacancy in the Board
shall be filled by appointment of the remaining Directors, and any Director so
appointed shall hold office until the next election.

SECTION 2.03. ORGANIZATION MEETING. The Directors elected by the shareholders
shall meet for organization of the new Board of Directors at the time and place
fixed by the presiding officer of the annual meeting. If at the time fixed for
such meeting there is no quorum present, the Directors in attendance may
adjourn from time to time until a quorum is obtained. A majority of the number
of Directors elected by the shareholders shall constitute a quorum for the
transaction of business.

SECTION 2.04. REGULAR MEETINGS. The regular meetings of the Board of Directors
shall be held at such date, time and place as the Board may previously
designate, or should the Board fail to so designate, at such date, time and
place as the Chairman of the Board, Chief Executive Officer, or President may
fix. Whenever a quorum is not present, the Directors in attendance shall
adjourn the meeting to a time not later than the date fixed by the By-Laws for
the next succeeding regular meeting of the Board. Members of the Board of
Directors may participate in such meetings through use of conference telephone
or similar communications equipment, so long as all members participating in
such meetings can hear one another.

SECTION 2.05. SPECIAL MEETINGS. Special meetings of the Board of Directors
shall be held at the call of the Chairman of the Board, Chief Executive
Officer, or President, or at the request of two or more Directors. Any special
meeting may be held at such place and at such time as may be fixed in the call.
Written or oral notice shall be given to each Director not later than the day
next preceding the day on which the special meeting is to be held, which notice
may be waived in writing. The presence of a Director at any meeting of the
Board of Directors shall be deemed a waiver of notice thereof by such Director.
Whenever a quorum is not present, the Directors in attendance shall adjourn the
special meeting from day to day until a quorum is obtained. Members of the
Board of Directors may participate in such meetings through use of conference
telephone or similar communications equipment, so long as all members
participating in such meetings can hear one another.

SECTION 2.06. QUORUM. A majority of the Directors shall constitute a quorum at
any meeting, except when otherwise provided by law; but a lesser number may
adjourn any meeting, from time-to-time, and the meeting may be held, as
adjourned, without further notice. When, however, less than a quorum as herein
defined, but at least one-third and not less than two of the authorized number
of Directors are present at a meeting of the Directors, business of the Bank
may be transacted and matters before the Board approved or disapproved by the
unanimous vote of the Directors present.

SECTION 2.07. COMPENSATION. Each member of the Board of Directors shall receive
such fees for attendance at Board and Board committee meetings and such fees
for service as a Director, irrespective of meeting attendance, as from time to
time are fixed by resolution of the Board; provided, however, that payment
hereunder shall not be made to a Director for meetings attended and/or Board
service which are not for the Bank's sole


<PAGE>


benefit and which are concurrent and duplicative with meetings attended or
Board service for an affiliate of the Bank for which the Director receives
payment; and provided further that fees hereunder shall not be paid in the case
of any Director in the regular employment of the Bank or of one of its
affiliates. Each member of the Board of Directors, whether or not such Director
is in the regular employment of the Bank or of one of its affiliates, shall be
reimbursed for travel expenses incident to attendance at Board and Board
committee meetings.

SECTION 2.08. EXECUTIVE COMMITTEE. There may be a standing committee of the
Board of Directors known as the Executive Committee which shall possess and
exercise, when the Board is not in session, all the powers of the Board that
may lawfully be delegated. The Executive Committee shall consist of at least
three Board members, one of whom shall be the Chairman of the Board, Chief
Executive Officer or the President. The other members of the Executive
Committee shall be appointed by the Chairman of the Board, the Chief Executive
Officer, or the President, with the approval of the Board, and who shall
continue as members of the Executive Committee until their successors are
appointed, provided, however, that any member of the Executive Committee may be
removed by the Board upon a majority vote thereof at any regular or special
meeting of the Board. The Chairman, Chief Executive Officer, or President shall
fill any vacancy in the Executive Committee by the appointment of another
Director, subject to the approval of the Board of Directors. The Executive
Committee shall meet at the call of the Chairman, Chief Executive Officer, or
President or any two members thereof at such time or times and place as may be
designated. In the event of the absence of any member or members of the
Executive Committee, the presiding member may appoint a member or members of
the Board to fill the place or places of such absent member or members to serve
during such absence. Two members of the Executive Committee shall constitute a
quorum. When neither the Chairman of the Board, the Chief Executive Officer,
nor President are present, the Executive Committee shall appoint a presiding
officer. The Executive Committee shall report its proceedings and the action
taken by it to the Board of Directors.

SECTION 2.09. OTHER COMMITTEES. The Board of Directors may appoint such special
committees from time to time as are in its judgment necessary in the interest
of the Bank.

                                  ARTICLE III
                    OFFICERS, MANAGEMENT STAFF AND EMPLOYEES

SECTION 3.01.  OFFICERS AND MANAGEMENT STAFF.
(a) The executive officers of the Bank shall include a Chairman of the Board,
Chief Executive Officer, President, Chief Financial Officer, Secretary,
Security Officer, and may include one or more Senior Managing Directors or
Managing Directors. The Chairman of the Board, Chief Executive Officer,
President, any Senior Managing Director, any Managing Director, Chief Financial
Officer, Secretary, and Security Officer shall be elected by the Board. The
Chairman of the Board, Chief Executive Officer, and the President shall be
elected by the Board from their own number. Such officers as the Board shall
elect from their own number shall hold office from the date of their election
as officers until the organization meeting of the Board of Directors following
the next annual meeting of shareholders, provided, however, that such officers
may be relieved of their duties at any time by action of the Board of
Directors, in which event all the powers incident to their office shall
immediately terminate. The Chairman of the Board, Chief Executive Officer, or


<PAGE>


the President shall preside at all meetings of shareholders and meetings of the
Board of Directors.

(b) The management staff of the Bank shall include officers elected by the
Board, officers appointed by the Chairman of the Board, the Chief Executive
Officer, the President, any Senior Managing Director, any Managing Director,
the Chief Financial Officer, and such other persons in the employment of the
Bank who, pursuant to authorization by a duly authorized officer of the Bank,
perform management functions and have management responsibilities. Any two or
more offices may be held by the same person except that no person shall hold
the office of Chairman of the Board, Chief Executive Officer and/or President
and at the same time also hold the office of Secretary.

(c) Except as provided in the case of the elected officers who are members of
the Board, all officers and employees, whether elected or appointed, shall hold
office at the pleasure of the Board. Except as otherwise limited by law or
these By-Laws, the Board assigns to the Chairman of the Board, the Chief
Executive Officer, the President, any Senior Managing Director, any Managing
Director, the Chief Financial Officer, and/or each of their respective
designees the authority to control all personnel, including elected and
appointed officers and employees of the Bank, to employ or direct the
employment of such officers and employees as he or she may deem necessary,
including the fixing of salaries and the dismissal of such officers and
employees at pleasure, and to define and prescribe the duties and
responsibilities of all officers and employees of the Bank, subject to such
further limitations and directions as he or she may from time to time deem
appropriate.

(d) The Chairman of the Board, the Chief Executive Officer, the President, any
Senior Managing Director, any Managing Director, the Chief Financial Officer,
and any other officer of the Bank, to the extent that such officer is
authorized in writing by the Chairman of the Board, the Chief Executive
Officer, the President, any Senior Managing Director, any Managing Director, or
the Chief Financial Officer may appoint persons other than officers who are in
employment of the Bank to serve in management positions and in connection
therewith, the appointing officer may assign such title, salary,
responsibilities and functions as are deemed appropriate, provided, however,
that nothing contained herein shall be construed as placing any limitation on
the authority of the Chairman of the Board, the Chief Executive Officer, the
President, any Senior Managing Director, any Managing Director, or the Chief
Financial Officer as provided in this and other sections of these By-Laws.

(e) The Senior Managing Directors and the Managing Directors of the Bank shall
have general and active authority over the management of the business of the
Bank, shall see that all orders and resolutions of the Board of Directors are
carried into effect, and shall do or cause to be done all things necessary or
proper to carry on the business of the Bank in accordance with provisions of
applicable law and regulations. Each Senior Managing Director and Managing
Director shall perform all duties incident to his or her office and such other
and further duties, as may from time to time be required by the Chief Executive
Officer, the President, the Board of Directors, or the shareholders. The
specification of authority in these By-Laws wherever and to whomever granted
shall not be construed to limit in any manner the general powers of delegation
granted to a Senior Managing Director or a Managing Director in conducting the
business of the Bank. In the absence of a Senior Managing Director or a
Managing Director, such officer as is designated by the Senior Managing
Director or the Managing Director shall be vested with all the powers and
perform all the duties of the Senior Managing Director or the Managing Director
as defined by these By-Laws.


<PAGE>


(f) Each Managing Director who is assigned oversight of one or more trust
service offices shall appoint a management committee known as the Investment
Management and Trust Committee consisting of the Managing Director of the trust
service offices and at least three other members who shall be capable and
experienced officers of the Bank appointed from time to time by the Managing
Director and who shall continue as members of the Investment Management and
Trust Committee until their successors are appointed, provided, however, that
any member of the Investment Management and Trust Committee may be removed by
the Managing Director as provided in this and other sections of these By-Laws.
The Managing Director shall fill any vacancy in the Investment Management and
Trust Committee by the appointment of another capable and experienced officer
of the Bank. Each Investment Management and Trust Committee shall meet at such
date, time and place as the Managing Director shall fix. In the event of the
absence of any member or members of the Investment Management and Trust
Committee, the Managing Director may, in his or her discretion, appoint another
officer of the Bank to fill the place or places of such absent member or
members to serve during such absence. A majority of each Investment Management
and Trust Committee shall constitute a quorum. Each Investment Management and
Trust Committee shall carry out the policies of the Bank, as adopted by the
Board of Directors, which shall be formulated and executed in accordance with
State and Federal Law, Regulations of the Comptroller of the Currency, and
sound fiduciary principles. In carrying out the policies of the Bank, each
Investment Management and Trust Committee is hereby authorized to establish
management teams whose duties and responsibilities shall be specifically set
forth in the policies of the Bank. Each such management team shall report such
proceedings and the actions taken thereby to the Investment Management and
Trust Committee. Each Managing Director shall then report such proceedings and
the actions taken thereby to the Board of Directors.

SECTION 3.02. POWERS AND DUTIES OF MANAGEMENT STAFF. Pursuant to the fiduciary
powers granted to this Bank under the provisions of Federal Law and Regulations
of the Comptroller of the Currency, the Chairman of the Board, the Chief
Executive Officer, the President, the Senior Managing Directors, the Managing
Directors, the Chief Financial Officer, and those officers so designated and
authorized by the Chairman of the Board, the Chief Executive Officer, the
President, the Senior Managing Directors, the Managing Directors, or the Chief
Financial Officer are authorized for and on behalf of the Bank, and to the
extent permitted by law, to make loans and discounts; to purchase or acquire
drafts, notes, stocks, bonds, and other securities for investment of funds held
by the Bank; to execute and purchase acceptances; to appoint, empower and
direct all necessary agents and attorneys; to sign and give any notice required
to be given; to demand payment and/or to declare due for any default any debt
or obligation due or payable to the Bank upon demand or authorized to be
declared due; to foreclose any mortgages; to exercise any option, privilege or
election to forfeit, terminate, extend or renew any lease; to authorize and
direct any proceedings for the collection of any money or for the enforcement
of any right or obligation; to adjust, settle and compromise all claims of
every kind and description in favor of or against the Bank, and to give
receipts, releases and discharges therefor; to borrow money and in connection
therewith to make, execute and deliver notes, bonds or other evidences of
indebtedness; to pledge or hypothecate any securities or any stocks, bonds,
notes or any property real or personal held or owned by the Bank, or to
rediscount any notes or other obligations held or owned by the Bank, whenever
in his or her judgment it is reasonably necessary for the operation of the
Bank; and in furtherance of and in addition to the powers hereinabove set forth
to do all such acts and to take all such proceedings as in his or her judgment
are necessary and incidental to the operation of the Bank.


<PAGE>


SECTION 3.03. SECRETARY. The Secretary or such other officers as may be
designated by the Chief Executive Officer shall have supervision and control of
the records of the Bank and, subject to the direction of the Chief Executive
Officer, shall undertake other duties and functions usually performed by a
corporate secretary. Other officers may be designated by the Secretary as
Assistant Secretary to perform the duties of the Secretary.

SECTION 3.04. EXECUTION OF DOCUMENTS. Any member of the Bank's management staff
or any employee of the Bank designated as an officer on the Bank's payroll
system is hereby authorized for and on behalf of the Bank to sell, assign,
lease, mortgage, transfer, deliver and convey any real or personal property,
including shares of stock, bonds, notes, certificates of indebtedness
(including the assignment and redemption of registered United States
obligations) and all other forms of intangible property now or hereafter owned
by or standing in the name of the Bank, or its nominee, or held by the Bank as
collateral security, or standing in the name of the Bank, or its nominee, in
any fiduciary capacity or in the name of any principal for whom this Bank may
now or hereafter be acting under a power of attorney or as agent, and to
execute and deliver such partial releases from any discharges or assignments of
mortgages and assignments or surrender of insurance policies, deeds, contracts,
assignments or other papers or documents as may be appropriate in the
circumstances now or hereafter held by the Bank in its own name, in a fiduciary
capacity, or owned by any principal for whom this Bank may now or hereafter be
acting under a power of attorney or as agent; provided, however, that, when
necessary, the signature of any such person shall be attested or witnessed in
each case by another officer of the Bank. Any member of the Bank's management
staff or any employee of the Bank designated as an officer on the Bank's
payroll system is hereby authorized for and on behalf of the Bank to execute
any indemnity and fidelity bonds, trust agreements, proxies or other papers or
documents of like or different character necessary, desirable or incidental to
the appointment of the Bank in any fiduciary capacity, the conduct of its
business in any fiduciary capacity, or the conduct of its other banking
business; to sign and issue checks, drafts, orders for the payment of money and
certificates of deposit; to sign and endorse bills of exchange, to sign and
countersign foreign and domestic letters of credit, to receive and receipt for
payments of principal, interest, dividends, rents, fees and payments of every
kind and description paid to the Bank, to sign receipts for money or other
property acquired by or entrusted to the Bank, to guarantee the genuineness of
signatures on assignments of stocks, bonds or other securities, to sign
certifications of checks, to endorse and deliver checks, drafts, warrants,
bills, notes, certificates of deposit and acceptances in all business
transactions of the Bank; also to foreclose any mortgage, to execute and
deliver receipts for any money or property; also to sign stock certificates for
and on behalf of this Bank as transfer agent or registrar, and to authenticate
bonds, debentures, land or lease trust certificates or other forms of security
issued pursuant to any indenture under which this Bank now or hereafter is
acting as trustee or in any other fiduciary capacity; to execute and deliver
various forms of documents or agreements necessary to effectuate certain
investment strategies for various fiduciary or custody customers of the Bank,
including, without limitation, exchange funds, options, both listed and
over-the-counter, commodities trading, futures trading, hedge funds, limited
partnerships, venture capital funds, swap or collar transactions and other
similar investment vehicles for which the Bank now or in the future may deem
appropriate for investment of fiduciary customers or in which non-fiduciary
customers may direct investment by the Bank.


<PAGE>


Without limitation on the foregoing, the Chief Executive Officer, Chairman of
the Board, or President of the Bank shall have the authority from time to time
to appoint officers of the Bank as Vice President for the sole purpose of
executing releases or other documents incidental to the conduct of the Bank's
business in any fiduciary capacity where required by state law or the governing
document. In addition, other persons in the employment of the Bank or its
affiliates may be authorized by the Chief Executive Officer, Chairman of the
Board, President, Senior Managing Directors, Managing Directors, or Chief
Financial Officer to perform acts and to execute the documents described in the
paragraph above, subject, however, to such limitations and conditions as are
contained in the authorization given to such person.

SECTION 3.05. PERFORMANCE BOND. All officers and employees of the Bank shall be
bonded for the honest and faithful performance of their duties for such amount
as may be prescribed by the Board of Directors.

                                   ARTICLE IV
                         STOCKS AND STOCK CERTIFICATES

SECTION 4.01. STOCK CERTIFICATES. The shares of stock of the Bank shall be
evidenced by certificates which shall bear the signature of the Chairman of the
Board, the Chief Executive Officer, or the President (which signature may be
engraved, printed or impressed), and shall be signed manually by the Secretary,
or any other officer appointed by the Chief Executive Officer for that purpose.
In case any such officer who has signed or whose facsimile signature has been
placed upon such certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the Bank with the same effect as if
such officer had not ceased to be such at the time of its issue. Each such
certificate shall bear the corporate seal of the Bank, shall recite on its face
that stock represented thereby is transferable only upon the books of the Bank
when properly endorsed and shall recite such other information as is required
by law and deemed appropriate by the Board. The corporate seal may be facsimile
engraved or printed.

SECTION 4.02. STOCK ISSUE AND TRANSFER. The shares of stock of the Bank shall
be transferable only upon the stock transfer books of the Bank and, except as
hereinafter provided, no transfer shall be made or new certificates issued
except upon the surrender for cancellation of the certificate or certificates
previously issued therefor. In the case of the loss, theft, or destruction of
any certificate, a new certificate may be issued in place of such certificate
upon the furnishing of an affidavit setting forth the circumstances of such
loss, theft, or destruction and indemnity satisfactory to the Chairman of the
Board, the Chief Executive Officer, or the President. The Board of Directors or
the Chairman of the Board, Chief Executive Officer, or the President may
authorize the issuance of a new certificate therefor without the furnishing of
indemnity. Stock transfer books, in which all transfers of stock shall be
recorded, shall be provided. The stock transfer books may be closed for a
reasonable period and under such conditions as the Board of Directors may at


<PAGE>


any time determine, for any meeting of shareholders, the payment of dividends
or any other lawful purpose. In lieu of closing the transfer books, the Board
of Directors may, in its discretion, fix a record date and hour constituting a
reasonable period prior to the day designated for the holding of any meeting of
the shareholders or the day appointed for the payment of any dividend, or for
any other purpose at the time as of which shareholders entitled to notice of
and to vote at any such meeting or to receive such dividend or to be treated as
shareholders for such other purpose shall be determined, and only shareholders
of record at such time shall be entitled to notice of or to vote at such
meeting or to receive such dividends or to be treated as shareholders for such
other purpose.

                                   ARTICLE V
                            MISCELLANEOUS PROVISIONS

SECTION 5.01. SEAL. The seal of the Bank shall be circular in form with "SEAL"
in the center, and the name "BANK ONE TRUST COMPANY, NA" located clockwise
around the upper half of the seal.

SECTION 5.02. MINUTE BOOK. The organization papers of this Bank, the Articles
of Association, the returns of judges of elections, the By-Laws and any
amendments thereto, the proceedings of all regular and special meetings of the
shareholders and of the Board of Directors, and reports of the committees of
the Board of Directors shall be recorded in the minute books of the Bank. The
minutes of each such meeting shall be signed by the presiding officer and
attested by the secretary of the meeting.

SECTION 5.03. CORPORATE POWERS. The corporate existence of the Bank shall
continue until terminated in accordance with the laws of the United States. The
purpose of the Bank shall be to carry on the general business of a commercial
bank trust department and to engage in such activities as are necessary,
incident, or related to such business. The Articles of Association of the Bank
shall not be amended, or any other provision added elsewhere in the Articles
expanding the powers of the Bank, without the prior approval of the Comptroller
of the Currency.

SECTION 5.04. AMENDMENT OF BY-LAWS. The By-Laws may be amended, altered or
repealed, at any regular or special meeting of the Board of Directors, by a
vote of a majority of the Directors.


<PAGE>


As amended April 24, 1991        Section 3.01 (Officers and Management Staff)
                                 Section 3.02 (Chief Executive Officer)
                                 Section 3.03 (Powers and Duties of
                                 Officers and Management Staff)
                                 Section 3.05 (Execution of Documents)

As amended January 27, 1995      Section 2.04 (Regular Meetings)
                                 Section 2.05 (Special Meetings)
                                 Section 3.01(f) (Officers and Management Staff)
                                 Section 3.03(e) (Powers and Duties of Officers
                                 and Management Staff)
                                 Section 5.01 (Seal)

Amended and restated in its entirety effective May 1, 1996

As amended August 1, 1996        Section 2.09 (Trust Examining Committee)
                                 Section 2.10 (Other Committees)

As amended October 16, 1997      Section 3.01 (Officers and Management Staff)
                                 Section 3.02 (Powers and Duties of Officers and
                                 Management Staff)
                                 Section 3.04 (Execution of Documents)

As amended January 1, 1998       Section 1.01 (Annual Meeting)


<PAGE>


                                   EXHIBIT 6



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


                                                                 March 30, 2001


Securities and Exchange Commission
Washington, D.C.  20549

Ladies and Gentlemen:

In connection with the qualification of an indenture between Masco Corporation
and Bank One Trust Company, NA, 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, NA



                           By: ______________________________________
                                    /s/ Christopher Holly
                            Assistant Vice President


<PAGE>


                                   EXHIBIT 7


<TABLE>
Legal Title of Bank:  Bank One Trust Company, N.A.       Call Date: 12/31/00       State #:  391581   FFIEC 032
Address:              100 Broad Street                   Vendor ID: D              Cert #:  21377     Page RC-1
City, State  Zip:     Columbus, OH 43271                 Transit #: 04400003

Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for December 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
                                                                                           Dollar Amounts in thousands     C300
                                                                                                                           ----
                                                                                           RCON     BIL MIL THOU
                                                                                           ----     ------------

ASSETS
1.  Cash and balances due from depository institutions (from Schedule
    RC-A):                                                                                 RCON
                                                                                           ----
<S>                                                                                        <C>        <C>                  <C>
    a. Noninterest-bearing balances and currency and coin(1) ...................           0081          64,969             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           4,286             2.b
3.  Federal funds sold and securities purchased under agreements to resell                 1350       1,056,754             3.
4.  Loans and lease financing receivables:
    a. Loans and leases, net of unearned income (from Schedule                             RCON
                                                                                           ----
       RC-C)....................................................................           2122         346,052             4.a
    b. LESS: Allowance for loan and lease losses................................           3123             372             4.b
    c. LESS: Allocated transfer risk reserve....................................           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         345,680             4.d
5.  Trading assets (from Schedule RD-D).........................................           3545               0             5.
6.  Premises and fixed assets (including capitalized leases)....................           2145          21,835             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          13,697            10.
11. Other assets (from Schedule RC-F)...........................................           2160         131,390            11.
12. Total assets (sum of items 1 through 11)....................................           2170       1,638,611            12.


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


<PAGE>


Legal Title of Bank:  Bank One Trust Company, N.A.       Call Date: 12/31/00       State #:  391581   FFIEC 032
Address:              100 Broad Street                   Vendor ID: D              Cert #:  21377     Page RC-2
City, State  Zip:     Columbus, OH 43271                 Transit #: 04400003


Schedule RC-Continued
                                                                                                 Dollar Amounts in
                                                                                                     Thousands
                                                                                                     ---------
LIABILITIES
13. Deposits:                                                                              RCON
    a. In domestic offices (sum of totals of columns A and C                               ----
       from Schedule RC-E, part 1)..............................................           2200       1,410,826            13.a
       (1) Noninterest-bearing(1)...............................................           6631         830,363            13.a1
       (2) Interest-bearing.....................................................           6636         580,463            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          75,186            20.
21. Total liabilities (sum of items 13 through 20)..............................           2948       1,486,012            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         106,620            26.a
    b. Net unrealized holding gains (losses) on available-for-sale
       securities...............................................................           8434              22            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         152,599            28.
29. Total liabilities, limited-life preferred stock, and equity
    capital (sum of items 21, 22, and 28).......................................           3300       1,638,611            29.


<PAGE>


Memorandum
To be reported only with the March Report of Condition.
<S>                                                                  <C>
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                        N/A       Number
    auditors as of any date during 1996.........................................................RCFD 6724.....           M 1
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)

(1) Includes total demand deposits and noninterest-bearing time and savings deposits.
</TABLE>

</TEXT>
</DOCUMENT>
