Exhibit 25-5

                                  UNITED STATES

                       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 A TRUSTEE

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

                       WACHOVIA BANK, NATIONAL ASSOCIATION
                      (Formerly First Union National Bank)
                                (Name of Trustee)

                                                               22-1147033
   (Jurisdiction of Incorporation or                        (I.R.S. Employer
Organization if not a U.S. National Bank)                  Identification No.)

         301 South College Street, Charlotte, North Carolina 28288-0630
               Address of Principal Executive Offices) (Zip Code)

                              PSEG FUNDING TRUST I
                                (Name of Obligor)

         New Jersey                                            43-6876897
  (State of Incorporation)                                  (I.R.S. Employer
                                                           Identification No.)

                     80 Park Plaza, Newark, New Jersey           07101
               (Address of Principal Executive Offices)        (Zip Code)

     Guarantee Trustee under the Guarantee Agreement of PSEG Funding Trust I
                         (Title of Indenture Securities)
<PAGE>

                                     GENERAL

Item 1. General information.

      Furnish the following information as to the trustee:

      (a)   Name and address of each examining or supervisory authority to which
            it is subject:

            Comptroller of the Currency, Washington, D.C.
            Board of Governors of the Federal Reserve System, Richmond, VA
            23219 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.

Item 2. Affiliations with Obligor.

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

      None.

Item 3. Voting Securities of the Trustee.

      Furnish the following information as to each class of voting securities of
the trustee:

                              As of March 15, 2002

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

Item 4. Trusteeship under Other Indentures:

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


<PAGE>

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

      Not Applicable

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

      Not Applicable.

Item 5. Interlocking Directorates and Similar Relationships with the Obligor or
        Underwriters.

      If the trustee or any of the directors or executive officers of the
trustee is a director, officer, partner, employee, appointee, or representative
of the obligor or of any underwriter for the obligor, identify each such person
having any such connection and state the nature of each such connection.

      Not Applicable

Item 6. Voting Securities of the Trustee Owned by the Obligor or its Officials.

      Furnish the following information as to the voting securities of the
trustee owned beneficially by the obligor and each director, partner and
executive officer of the obligor.

                              As of March 15, 2002

--------------------------------------------------------------------------------
Col. A               Col. B                Col. C              Col. D.
--------------------------------------------------------------------------------
Name of Owner        Title of Class        Amount owned        Percentage of
                                           Beneficially        Voting securities
                                                               represented
                                                               By amount given
                                                               in Col. C
--------------------------------------------------------------------------------

      Not Applicable


<PAGE>

Item 7. Voting Securities of the Trustee Owned by Underwriters or their
        Officials.

      Furnish the following information as to the voting securities of the
trustee owned beneficially by each underwriter for the obligor and each
director, partner, and executive officer of each such underwriter.

                              As of March 15, 2002

--------------------------------------------------------------------------------
Col. A               Col. B                Col. C              Col. D.
--------------------------------------------------------------------------------
Name of Owner        Title of Class        Amount owned        Percentage of
                                           Beneficially        Voting securities
                                                               represented
                                                               By amount given
                                                               in Col. C
--------------------------------------------------------------------------------

      Not Applicable

Item 8. Securities of the Obligor Owned or Held by the Trustee.

      Furnish the following information as to securities of the obligor owned
beneficially or held as collateral security for the obligations in default by
the trustee.

                              As of March 15, 2002

--------------------------------------------------------------------------------
Col. A         Col. B               Col. C                     Col. D.
--------------------------------------------------------------------------------
Name of Owner  Whether the          Amount owned beneficially  Percentage of
               Securities are       or held as collateral      class represented
               Voting or nonvoting  security for obligations   by amount given
               Securities           in default by Trustee      in Col. C.
--------------------------------------------------------------------------------

      Not Applicable

Item 9. Securities of the Underwriters Owned or Held by the Trustee.

      If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of an underwriter for the obligor, furnish
the following information as to each class of securities of such underwriter any
of which are so owned or held by the trustee.

                              As of March 15, 2002

--------------------------------------------------------------------------------
Col. A          Col. B         Col. C                      Col. D.
--------------------------------------------------------------------------------
Name of         Amount         Amount owned beneficially   Percentage of class
Issuer and      outstanding    or held as collateral       represented by amount
Title of class                 security for obligations    given in Col. C
                               in default By Trustee
--------------------------------------------------------------------------------

      Not Applicable


                                       2
<PAGE>

Item 10. Ownership or Holdings by the Trustee of Voting Securities of Certain
         Affiliates or Security Holders of the Obligor.

      If the trustee owns beneficially or holds as collateral security for
obligations in default voting securities of a person who, to the knowledge of
the trustee (1) owns 10 percent or more of the voting securities of the obligor
or (2) is an affiliate, other than a subsidiary, of the obligor, furnish the
following information as to the voting securities of such person.

                              As of March 15, 2002

--------------------------------------------------------------------------------
Col. A.              Col. B.           Col. C.                Col. D.
--------------------------------------------------------------------------------
Name of Issuer       Amount            Amount owned           Percentage of
And title of class   outstanding       beneficially or        class represented
                                       held as collateral     by amount given
                                       security For           in Col. C
                                       obligations in
                                       default By Trustee
--------------------------------------------------------------------------------

      Not Applicable

Item 11. Ownership or Holdings by the Trustee of any Securities of a Person
         Owning 50 Percent or More of the Voting Securities of the Obligor.

      If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of a person who, to the knowledge of the
trustee, owns 50 percent or more of the voting securities of the obligor,
furnish the following information as to each class of securities of such person
any of which are so owned or held by the Trustee.

                              As of March 15, 2002

--------------------------------------------------------------------------------
Col. A.              Col. B.           Col. C.                Col. D.
--------------------------------------------------------------------------------
Name of Issuer       Amount            Amount owned           Percentage of
And title of class   outstanding       beneficially or        class represented
                                       held as collateral     by amount given
                                       security For           in Col. C
                                       obligations in
                                       default By Trustee
--------------------------------------------------------------------------------

      Not Applicable

Item 12. Indebtedness of the Obligor to the Trustee.

      Except as noted in the instructions, if the obligor is indebted to the
trustee, furnish the following information:

                              As of March 15, 2002

--------------------------------------------------------------------------------
Col. A.                      Col. B.                           Col. C.
--------------------------------------------------------------------------------
Nature of indebtedness       Amount outstanding                Date due
--------------------------------------------------------------------------------

      Not Applicable


                                       3
<PAGE>

Item 13. Defaults by the Obligor.

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

      None

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

      None

Item 14. Affiliations with the Underwriters.

      If any underwriter is an affiliate of the trustee, describe each such
affiliation.

      Not Applicable

Item 15. Foreign Trustee.

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

      Not Applicable

Item 16. Lists of Exhibits.

X1   -Copy of Articles of Association of the Trustee as now in effect.

 2   -No certificate of authority of the Trustee to commence business is
      furnished since this authority is contained in the Articles of Association
      of the Trustee.

X3   -Copy of the authorization of the Trustee to exercise corporate trust
      powers.

X4   -Copy of the existing By-Laws of the Trustee, as now in effect.

 5   -Not applicable.

X6   -The consent of the Trustee required by Section 321 (b) of the Act.

X7   -A copy of the latest report of Condition of the Trustee published pursuant
      to the Law or the requirements of its supervising or examining authority.

 8   -Not Applicable

 9   -Not Applicable

--------------------------------------------------------------------------------
      *As of December 31, 2001, the Trustee was two separate National Banking
Associations hence there are two separate reports enclosed.

      In answering any item in this statement of eligibility and qualification
which relates to matters peculiarly within the knowledge of the obligor or of
its directors or officers, or an underwriter for the obligor, the undersigned,
First Union National Bank, has relied upon information furnished to it by the
obligor or such underwriter.


                                       4
<PAGE>

                                    SIGNATURE

      Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, First Union National Bank, a national banking association organized and
existing under the laws of the United States, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the Town of Morristown, and State of New Jersey, on the 15th
day of March, 2002.

                                            First Union National Bank
                                            (Trustee)

(CORPORATE SEAL)

                                            By:  /s/ Frank Gallagher
                                                 -------------------------------
                                                 Vice President


                                       5
<PAGE>

                                                                     Exhibit "1"

                       WACHOVIA BANK, NATIONAL ASSOCIATION

                                 CHARTER NO. 1*

                             ARTICLES OF ASSOCIATION

                               AS RESTATED 4/1/02

*     The OCC allowed the reassignment of Charter No. 1 (formerly held by
      CoreStates Bank, N.A., which merged into First Union National Bank on
      5/15/98) to First Union National Bank on 5/18/98. Charter No. 1 superceded
      Charter No. 22693. On 4/1/02, First Union National Bank changed its name
      to Wachovia Bank, National Association.


<PAGE>

                                                                   Charter No. 1

                       WACHOVIA BANK, 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 WACHOVIA BANK, NATIONAL
ASSOCIATION.

      SECOND. The main office of the Association shall be in Charlotte, County
of Mecklenburg, State of North Carolina. The general business of the Association
shall be conducted at its main office and its branches.

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

      FOURTH. The annual meeting of the shareholders for the election of
directors and the transaction of whatever other business may be brought before
said meeting shall be held at the main office or such other place as the Board
of Directors may designate, on the day of each year specified therefor in the
By-Laws, but if no election is held on that day, it may be held on any
subsequent day according to the provisions of law; and all elections shall be
held according to such lawful regulations 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 stockholder of any outstanding class of capital
stock of the bank entitled to vote for election of directors. Nominations, other
than those made by or on behalf of the existing management of the bank, shall be
made in writing and shall be delivered or mailed to the President of the bank
and to the Comptroller of the Currency, Washington, D.C., not less than 14 days
nor more than 50 days prior to any meeting of stockholders called for the


<PAGE>

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 the Bank 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: (a) the
name and address of each proposed nominee; (b) the principal occupation of each
proposed nominee; (c) the total number of shares of capital stock of the bank
that will be voted for each proposed nominee; (d) the name and residence address
of the notifying shareholder; and (e) the number of shares of capital stock of
the bank owned by the notifying shareholder. Nominations not made in accordance
herewith may, in his discretion, be disregarded by the Chairman of the meeting,
and upon his instructions, the vote tellers may disregard all votes cast for
each such nominee.

      FIFTH.

      (a) General. The amount of capital stock of this Association shall be (I)
25,000,000 shares of common stock of the par value of twenty dollars ($20.00)
each (the "Common Stock") and (ii) 160,540 shares of preferred stock of the par
value of one dollar ($ 1. 00) each (the "Non-Cumulative Preferred Stock"),
having the rights, privileges and preferences set forth below, but said capital
stock may be increased or decreased from time to time in accordance with the
provisions of the laws of the United States.

      (b) Terms of the Non-Cumulative Preferred Stock.

      1. General. Each share of Non-Cumulative Preferred Stock shall be
      identical in all respects with the other shares of Non-Cumulative
      Preferred Stock. The authorized number of shares of Non-Cumulative
      Preferred Stock may from time to time be increased or decreased (but not
      below the number then outstanding) by the Board of Directors. Shares of
      Non-Cumulative Preferred Stock redeemed by the Association shall be
      canceled and shall revert to authorized but unissued shares of
      Non-Cumulative Preferred Stock.

      2. Dividends.

            (a) General. The holders of Non-Cumulative Preferred Stock shall be
            entitled to receive, when, as and if declared by the Board of
            Directors, but only out of funds legally available therefor,
            non-cumulative cash dividends at the annual rate of $83.75 per
            share, and no more, payable quarterly on the first days of December,
            March, June and September, respectively, in each year with respect
            to the quarterly dividend period


<PAGE>

            (or portion thereof) ending on the day preceding such respective
            dividend payment date, to shareholders of record on the respective
            date, not exceeding fifty days preceding such dividend payment date,
            fixed for that purpose by the Board of Directors in advance of
            payment of each particular dividend. Notwithstanding the foregoing,
            the cash dividend to be paid on the first dividend payment date
            after the initial issuance of Non-Cumulative Preferred Stock and on
            any dividend payment date with respect to a partial dividend period
            shall be $83.75 per share multiplied by the fraction produced by
            dividing the number of days since such initial issuance or in such
            partial dividend period, as the case may be, by 360.

            (b) Non-cumulative Dividends. Dividends on the shares of
            NonCumulative Stock shall not be cumulative and no rights shall
            accrue to the holders of shares of Non-Cumulative Preferred Stock by
            reason of the fact that the Association may fail to declare or pay
            dividends on the shares of Non-Cumulative Preferred Stock in any
            amount in any quarterly dividend period, whether or not the earnings
            of the Association in any quarterly dividend period were sufficient
            to pay such dividends in whole or in part, and the Association shall
            have no obligation at any time to pay any such dividend.

            (c) Payment of Dividends. So long as any share of Non-Cumulative
            Preferred Stock remains outstanding, no dividend whatsoever shall be
            paid or declared and no distribution made on any junior stock other
            than a dividend payable in junior stock, and no shares of junior
            stock shall be purchased, redeemed or otherwise acquired for
            consideration by the Association, directly or indirectly (other than
            as a result of a reclassification of junior stock, or the exchange
            or conversion of one junior stock for or into another junior stock,
            or other than through the use of the proceeds of a substantially
            contemporaneous sale of other junior stock), unless all dividends on
            all shares of non-cumulative Preferred Stock and non-cumulative
            Preferred Stock ranking on a parity as to dividends with the shares
            of Non-Cumulative Preferred Stock for the most recent dividend
            period ended prior to the date of such payment or declaration shall
            have been paid in full and all dividends on all shares of cumulative
            Preferred Stock ranking on a parity as to dividends with the shares
            of Non-Cumulative Stock (notwithstanding that dividends on such
            stock are cumulative) for all past dividend periods shall have been
            paid in full. Subject to the foregoing, and not otherwise, such
            dividends (payable in cash, stock or otherwise) as may be determined
            by the Board of Directors may be declared and paid on any junior
            stock from time to time out of any funds legally available therefor,
            and the Non-Cumulative Preferred Stock shall not be entitled to
            participate in any such dividends, whether


<PAGE>

            payable in cash, stock or otherwise. No dividends shall be paid or
            declared upon any shares of any class or series of stock of the
            Association ranking on a parity (whether dividends on such stock are
            cumulative or non-cumulative) with the Non-Cumulative Preferred
            Stock in the payment of dividends for any period unless at or prior
            to the time of such payment or declaration all dividends payable on
            the Non-cumulative Preferred Stock for the most recent dividend
            period ended prior to the date of such payment or declaration shall
            have been paid in full. When dividends are not paid in full, as
            aforesaid, upon the Non-Cumulative Preferred Stock and any other
            series of Preferred Stock ranking on a parity as to dividends
            (whether dividends on such stock are cumulative or non-cumulative)
            with the Non-Cumulative Preferred Stock, all dividends declared upon
            the Non-Cumulative Preferred Stock and any other series of Preferred
            Stock ranking on a parity as to dividends with the Non-Cumulative
            Preferred Stock shall be declared pro rata so that the amount of
            dividends declared per share on the Non-cumulative Preferred Stock
            and such other Preferred Stock shall in all cases bear to each other
            the same ratio that accrued dividends per share on the
            Non-Cumulative Preferred Stock (but without any accumulation in
            respect of any unpaid dividends for prior dividend periods on the
            shares of Non-Cumulative Stock) and such other Preferred Stock bear
            to each other. No interest, or sum of money in lieu of interest,
            shall be payable in respect of any dividend payment or payments on
            the Non-Cumulative Preferred Stock which may be in arrears.

      3. Voting. The holders of Non-Cumulative Preferred Stock shall not have
      any right to vote for the election of directors or for any other purpose.

      4. Redemption.

            (a) Optional Redemption. The Association, at the option of the Board
            of Directors, may redeem the whole or any part of the shares of
            Non-Cumulative Preferred Stock at the time outstanding, at any time
            or from time to time after the fifth anniversary of the date of
            original issuance of the Non-Cumulative Preferred Stock, upon notice
            given as hereinafter specified, at the redemption price per share
            equal to $1,000 plus an amount equal to the amount of accrued and
            unpaid dividends from the immediately preceding dividend payment
            date (but without any accumulation for unpaid dividends for prior
            dividend periods on the shares of Non-Cumulative Preferred Stock) to
            the redemption date.

            (b) Procedures. Notice of every redemption of shares of
            Non-Cumulative Preferred Stock shall be mailed by first class mail,
            postage prepaid, addressed to the holders of record of the shares to
            be redeemed at their


<PAGE>

            respective last addresses as they shall appear on the books of the
            Association. Such mailing shall be at least 10 days and not more
            than 60 days prior to the date fixed for redemption. Any notice
            which is mailed in the manner herein provided shall be conclusively
            presumed to have been duly given, whether or not the shareholder
            receives such notice, and failure duly to give such notice by mail,
            or any defect in such notice, to any holder of shares of
            Non-Cumulative Preferred Stock designated for redemption shall not
            affect the validity of the proceedings for the redemption of any
            other shares of Non-Cumulative Preferred Stock.

            In case of redemption of a part only of the shares of Non-Cumulative
            Preferred Stock at the time outstanding the redemption may be either
            pro rata or by lot or by such other means as the Board of Directors
            of the Association in its discretion shall determine. The Board of
            Directors shall have full power and authority, subject to the
            provisions herein contained, to prescribe the terms and conditions
            upon which shares of the Non-Cumulative Preferred Stock shall be
            redeemed from time to time.

            If notice of redemption shall have been duly given, and, if on or
            before the redemption date specified therein, all funds necessary
            for such redemption shall have been set aside by the Association,
            separate and apart from its other funds, in trust for the pro rata
            benefit of the holders of the shares called for redemption, so as to
            be and continue to be available therefor, then, notwithstanding that
            any certificate for shares so called for redemption shall not have
            been surrendered for cancellation, all shares so called for
            redemption shall no longer be deemed outstanding on and after such
            redemption date, and all rights with respect to such shares shall
            forthwith on such redemption date cease and terminate, except only
            the right of the holders thereof to, receive the amount payable on
            redemption thereof, without interest.

            If such notice of redemption shall have been duly given or if the
            Association shall have given to the bank or trust company
            hereinafter referred to irrevocable authorization promptly to give
            such notice, and, if on or before the redemption date specified
            therein, the funds necessary for such redemption shall have been
            deposited by the Association with such bank or trust company in
            trust for the pro rata benefit of the holders of the shares called
            for redemption, then, notwithstanding that any certificate for
            shares so called for redemption shall not have been surrendered for
            cancellation, from and after the time of such deposit, all shares so
            called for redemption shall no longer be deemed to be outstanding
            and all rights with respect to such shares shall forthwith cease and
            terminate, except only the right of the holders thereof to receive
            from such bank or trust company at any time after the time of such
            deposit the


<PAGE>

            funds so deposited, without interest. The aforesaid bank or trust
            company shall be organized and in good standing under the laws of
            the United States of America or any state thereof, shall have
            capital, surplus and undivided profits aggregating at least
            $50,000,000 according to its last published statement of condition,
            and shall be identified in the notice of redemption. Any interest
            accrued on such funds shall be paid to the Association from time to
            time. In case fewer than all the shares of Non-Cumulative Preferred
            Stock represented by a stock certificate are redeemed, a new
            certificate shall be issued representing the unredeemed shares
            without cost to the holder thereof.

            Any funds so set aside or deposited, as the case may be, and
            unclaimed at the end of the relevant escheat period under applicable
            state law from such redemption date shall, to the extent permitted
            by law, be released or repaid to the Association, after which
            repayment the holders of the shares so called for redemption shall
            look only to the Association for payment thereof.

      5. Liquidation.

            (a) Liquidation Preference. In the event of any voluntary
            liquidation, dissolution or winding up of the affairs of the
            Association, the holders of Non-cumulative Preferred Stock shall be
            entitled, before any distribution or payment is made to the holders
            of any junior stock, to be paid in full an amount per share equal to
            an amount equal to $1,000 plus an amount equal to the amount of
            accrued and unpaid dividends per share from the immediately
            preceding dividend payment date (but without any accumulation for
            unpaid dividends for prior dividend periods on the shares of
            Non-cumulative Preferred Stock) per share to such distribution or
            payment date (the "liquidation amount").

            In the event of any involuntary liquidation, dissolution or winding
            up of the affairs of the Association, then, before any distribution
            or payment shall be made to the holders of any junior stock, the
            holders of Non-Cumulative Preferred Stock shall be entitled to be
            paid in full an amount per share equal to the liquidation amount.

            If such payment shall have been made in full to all holders of
            shares of Non-Cumulative Preferred Stock, the remaining assets of
            the Association shall be distributed among the holders of junior
            stock, according to their respective rights and preferences and in
            each case according to their respective numbers of shares.


<PAGE>

            (b) Insufficient Assets. In the event that, upon any such voluntary
            or involuntary liquidation, dissolution or winding up, the available
            assets of the Association are insufficient to pay such liquidation
            amount on all outstanding shares of Non-cumulative Preferred Stock,
            then the holders of Non-Cumulative Preferred Stock shall share
            ratably in any distribution of assets in proportion to the full
            amounts to which they would otherwise be respectively entitled.

            (c) Interpretation. For the purposes of this paragraph 5, the
            consolidation or merger of the Association with any other
            corporation or association shall not be deemed to constitute a
            liquidation, dissolution or winding up of the Association.

      6. Preemptive Rights. The Non-Cumulative Preferred Stock is not entitled
      to any preemptive, subscription, conversion or exchange rights in respect
      of any securities of the Association.

      7. Definitions. As used herein with respect to the Non-Cumulative
      Preferred Stock, the following terms shall have the following meanings:

            (a) The term "junior stock" shall mean the Common Stock and any
            other class or series of shares of the Association hereafter
            authorized over which the Non-Cumulative Preferred Stock has
            preference or priority in the payment of dividends or in the
            distribution of assets on any liquidation, dissolution or winding up
            of the Association.

            (b) The term "accrued dividends", with respect to any share of any
            class or series, shall mean an amount computed at the annual
            dividend rate for the class or series of which the particular share
            is a part, from, if such share is cumulative, the date on which
            dividends on such share became cumulative to and including the date
            to which such dividends are to be accrued, less the aggregate amount
            of all dividends theretofore paid thereon and, if such share is
            noncumulative, the relevant date designated to and including the
            date to which such dividends are accrued, less the aggregate amount
            of all dividends theretofore paid with respect to such period.

            (c) The term "Preferred Stock" shall mean all outstanding shares of
            all series of preferred stock of the Association as defined in this
            Article Fifth of the Articles of Association, as amended, of the
            Association.

      8. Restriction on Transfer. No shares of Non-Cumulative Preferred Stock,
      or any interest therein, may be sold, pledged, transferred or otherwise
      disposed of without the prior written consent of the Association. The
      foregoing


<PAGE>

      restriction shall be stated on any certificate for any shares of
      Non-Cumulative Preferred Stock.

      9. Additional Rights. The shares of Non-Cumulative Preferred Stock shall
      not have any relative, participating, optional or other special rights and
      powers other than as set forth herein.

      SIXTH. The Board of Directors shall appoint one of its members President
of this Association, who shall be Chairman of the Board, unless the Board
appoints another director to be the Chairman. The Board of Directors shall have
the power to appoint one or more Vice Presidents; and to appoint a cashier or
such other officers and employees as may be required to transact the business of
this Association.

      The Board of Directors shall have the power to define the duties of the
officers and employees of the Association, to fix the salaries to be paid to
them; to dismiss them, to require bonds from them and to fix the penalty
thereof; to regulate the manner in which any increase of the capital of the
Association shall be made; to manage and administer the business and affairs of
the Association; to make all By-Laws that it may be lawful for them to make; and
generally to do and perform all acts that it may be legal for a Board of
Directors to do and perform.

      SEVENTH. The Board of Directors shall have the power to change the
location of the main office to any other place within the limits of Charlotte,
North Carolina, without the approval of the shareholders but subject to the
approval of the Comptroller of the Currency; and shall have the power to
establish or change the location of any branch or branches of the Association to
any other location, without the approval of the shareholders but subject to the
approval of the Comptroller of the Currency.

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

      NINTH. The Board of Directors of this Association, 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 ten days prior to
the date of such meeting to each shareholder of record at his address as shown
upon the books of this Association.


<PAGE>

      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 the 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 the Association. Liabilities incurred by a
director or executive officer of the Association in defending a proceeding shall
be paid by the 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
the 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 the 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 the Association as a director, officer or employee of a
business corporation in connection with the administration of an estate or trust
by the Association, shall have the right to be indemnified by the 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 the 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
the 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 the
Association. In the case of the directors and executive officers of the
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:


<PAGE>

      (a) "Association" means Wachovia Bank, National Association and its direct
and indirect wholly-owned subsidiaries.

      (b) "Director" means an individual who is or was a director of the
Association.

      (c) Executive officer" means an officer of the Association who by
resolution of the Board of Directors of the Association has been determined to
be an executive officer of the 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.

      The Association shall have no obligation to indemnify any person for an
amount paid in settlement of a proceeding unless the 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 the 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 the Association inconsistent with,
this Article Tenth shall adversely affect the rights of any director, officer,
or employee of the 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.


<PAGE>

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

      The 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 the
Association, or is or was serving at the request of the 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 the
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 an Association director or employee.

      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 the 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 the 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 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.

      TWELFTH. 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.


<PAGE>

                                                                       Exhibit 4

                                   BY-LAWS OF

                       WACHOVIA BANK, NATIONAL ASSOCIATION

                                  Charter No. 1

                             Effective April 1, 2002


<PAGE>

                                   BY-LAWS OF

                       WACHOVIA BANK, NATIONAL ASSOCIATION

                                    ARTICLE I

                            Meetings of Shareholders

      Section 1.1 Annual Meeting. The annual meeting of the shareholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held on the third Tuesday of April in
each year, commencing with the year 1998, except that the Board of Directors
may, from time to time and upon passage of a resolution specifically setting
forth its reasons, set such other date for such meeting during the month of
April as the Board of Directors may deem necessary or appropriate; provided,
however, that if an annual meeting would otherwise fall on a legal holiday, then
such annual meeting shall be held on the second business day following such
legal holiday. The holders of a majority of the outstanding shares entitled to
vote which are represented at any meeting of the shareholders may choose persons
to act as Chairman and as Secretary of the meeting.

      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 three or more shareholders owning,
in the aggregate, not less than ten percent of the stock of the Association.
Every such special meeting, unless otherwise provided by law, shall be called by
mailing, postage prepaid, not less than ten days prior to the date fixed for
such meeting, to each shareholder at his address appearing on the books of the
Association, a notice stating the purpose of the meeting.

      Section 1.3 Nominations for Directors. Nominations for election to the
Board of Directors may be made by the Board of Directors or by any stockholder
of any outstanding class of capital stock of the bank entitled to vote for the
election of directors. Nominations, other than those made by or on behalf of the
existing management of the bank, shall be made in writing and shall be delivered
or mailed to the President of the Bank and to the Comptroller of the Currency,
Washington, D. C., not less than 14 days nor more than 50 days prior to any
meeting of stockholders called for the election of directors, provided however,
that if less than 21 days' notice of such meeting is given to


                                       24
<PAGE>

shareholders, such nomination shall be mailed or delivered to the President of
the Bank 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: (a) the name and address of each proposed
nominee; (b) the principal occupation of each proposed nominee; (c) the total
number of shares of capital stock of the bank that will be voted for each
proposed nominee; (d) the name and residence address of the notifying
shareholder; and (e) the number of shares of capital stock of the bank owned by
the notifying shareholder. Nominations not made in accordance herewith may, in
his discretion, be disregarded by the chairman of the meeting, and upon his
instructions, the vote tellers may disregard all votes cast for each such
nominee.

      Section 1.4 Judges of Election. The Board may at any time appoint from
among the shareholders three or more persons to serve as Judges of Election at
any meeting of shareholders; to act as judges and tellers with respect to all
votes by ballot at such meeting and to file with the Secretary of the meeting a
Certificate under their hands, certifying the result thereof.

      Section 1.5 Proxies. Shareholders may vote at any meeting of the
shareholders by proxies duly authorized in writing, but no officer or employee
of this Association shall act as proxy. 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; but less than a quorum may
adjourn any meeting, from time to time, and the meeting may be held, as
adjourned, without further notice. 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.


                                       25
<PAGE>

      Section 2.2 Number. The Board shall consist of not less than five nor more
than twenty-five directors, 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 of Directors may not
increase the number of directors to a number which, (1) exceeds by more than two
the number of directors last elected by shareholders where such number was
fifteen or less, and (2) 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. The Secretary of the meeting upon
receiving the certificate of the judges, of the result of any election, shall
notify the directors-elect of their election and of the time at which they are
required to meet at the Main Office of the Association for the purpose of
organizing the new Board and electing and appointing officers of the Association
for the succeeding year. Such meeting shall be held as soon thereafter as
practicable. 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. Regular meetings of the Board of Directors
shall be held at such place and time as may be designated by resolution of the
Board of Directors. Upon adoption of such resolution, no further notice of such
meeting dates or the places or times thereof shall be required. Upon the failure
of the Board of Directors to adopt such a resolution, regular meetings of the
Board of Directors shall be held, without notice, on the third Tuesday in
February, April, June, August, October and December, commencing with the year
1997, at the main office or at such other place and time as may be designated by
the Board of Directors. When any regular meeting of the Board would otherwise
fall on a holiday, the meeting shall be held on the next business day unless the
Board shall designate some other day.

      Section 2.5 Special Meetings. Special meetings of the Board of Directors
may be called by the President of the Association, or at the request of three
(3) or more directors. Each member of the Board of Directors shall be given
notice stating the time and place, by telegram, letter, or in person, of each
such special meeting.

      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


                                       26
<PAGE>

may adjourn any meeting, from time to time, and the meeting may be held, as
adjourned, without further notice.

      Section 2.7 Vacancies. 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 Advisory Boards. The Board of Directors may appoint Advisory
Boards for each of the states in which the Association conducts operations. Each
such Advisory Board shall consist of as many persons as the Board of Directors
may determine. The duties of each Advisory Board shall be to consult and advise
with the Board of Directors and senior officers of the Association in such state
with regard to the best interests of the Association and to perform such other
duties as the Board of Directors may lawfully delegate.

The senior officer in such state, or such officers as directed by such senior
officer, may appoint advisory boards for geographic regions within such state
and may consult with the State Advisory Boards prior to such appointments.

                                   ARTICLE III

                             Committees of the Board

      Section 3.1 The Board of Directors, by resolution adopted by a majority of
the number of directors fixed by these By-Laws, may designate two or more
directors to constitute an Executive Committee and other committees, each of
which, to the extent authorized by law and provided in such resolution, shall
have and may exercise all of the authority of the Board of Directors and the
management of the Association. The designation of any committee and the
delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility or liability imposed
upon it or any member of the Board of Directors by law. The Board of Directors
reserves to itself alone the power to act on (1) dissolution, merger or
consolidation, or disposition of substantially all corporate property, (2)
designation of committees or filling vacancies on the Board of Directors or on a
committee of the Board (except as hereinafter provided), (3) adoption, amendment
or repeal of By-laws, (4) amendment or repeal of any resolution of the Board
which by its terms is not so amendable or repealable, and (5) declaration of
dividends, issuance of stock, or recommendations to stockholders of any action
requiring stockholder approval.

      The Board of Directors or the Chairman of the Board of Directors of the
Association may change the membership of any committee at any time, fill


                                       27
<PAGE>

vacancies therein, discharge any committee or member thereof either with or
without cause at any time, and change at any time the authority and
responsibility of any such committee.

      A majority of the members of any committee of the Board of Directors may
fix such committee's rules of procedure. All action by any committee shall be
reported to the Board of Directors at a meeting succeeding such action, except
such actions as the Board may not require to be reported to it in the resolution
creating any such committee. Any action by any committee shall be subject to
revision, alteration, and approval by the Board of Directors, except to the
extent otherwise provided in the resolution creating such committee; provided,
however, that no rights or acts of third parties shall be affected by any such
revision or alteration.

                                   ARTICLE IV

                             Officers and Employees

      Section 4.1 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.

      Section 4.2 Election, Term of Office, and Qualification. Each officer
shall be chosen by the Board of Directors and shall hold office until the annual
meeting of the Board of Directors held next after his election or until his
successor shall have been duly chosen and qualified, or until his death, or
until he shall resign, or shall have been disqualified, or shall have been
removed from office.

      Section 4.2(a) Officers Acting as Assistant Secretary. Notwithstanding
Section 1 of these By-laws, any Senior Vice President, Vice President, or
Assistant Vice President shall have, by virtue of his office, and by authority
of the By-laws, the authority from time to time to act as an Assistant Secretary
of the Bank, and to such extent, said officers are appointed to the office of
Assistant Secretary.


                                       28
<PAGE>

      Section 4.3 Chief Executive Officer. The Board of Directors shall
designate one of its members to be the President of this Association, and the
officer so designated shall be an ex officio member of all committees of the
Association except the Examining Committee, and its Chief Executive Officer
unless some other officer is so designated by the Board of Directors.

      Section 4.4 Duties of Officers. The duties of all officers shall be
prescribed by the Board of Directors. Nevertheless, the Board of Directors may
delegate to the Chief Executive Officer the authority to prescribe the duties of
other officers of the corporation not inconsistent with law, the charter, and
these By-laws, and to appoint other employees, prescribe their duties, and to
dismiss them. Notwithstanding such delegation of authority, any officer or
employee also may be dismissed at any time by the Board of Directors.

      Section 4.5 Other Employees. The Board of Directors may appoint from time
to time such tellers, vault custodians, bookkeepers, and other clerks, agents,
and employees as it may deem advisable for the prompt and orderly transaction of
the business of the Association, define their duties, fix the salary to be paid
them, and dismiss them. Subject to the authority of the Board of Directors, the
Chief Executive Officer or any other officer of the Association authorized by
him, may appoint and dismiss all such tellers, vault custodians, bookkeepers and
other clerks, agents, and employees, prescribe their duties and the conditions
of their employment, and from time to time fix their compensation.

      Section 4.6 Removal and Resignation. Any officer or employee of the
Association may be removed either with or without cause by the Board of
Directors. Any employee other than an officer elected by the Board of Directors
may be dismissed in accordance with the provisions of the preceding Section 4.5.
Any officer may resign at any time by giving written notice to the Board of
Directors or to the Chief Executive Officer of the Association. Any such
resignation shall become effective upon its being accepted by the Board of
Directors, or the Chief Executive Officer.

                                    ARTICLE V

                                Fiduciary Powers

      Section 5.1 Capital Management Group. There shall be an area of this
Association known as the Capital Management Group which shall be responsible for
the exercise of the fiduciary powers of this Association. The Capital Management
Group shall consist of four service areas: Fiduciary Services, Retail Services,
Investments and Marketing. The Fiduciary Services unit


                                       29
<PAGE>

shall consist of personal trust, employee benefits, corporate trust and
operations. The General Office for the Fiduciary Services unit shall be located
in Charlotte, N.C., with additional Trust Offices in such locations as the
Association shall determine from time to time.

      Section 5.2 Trust Officers. There shall be a General Trust Officer of this
Association whose duties shall be to manage, supervise and direct all the
activities of the Capital Management Group. Further, there shall be one or more
Senior Trust Officers designated to assist the General Trust Officer in the
performance of his duties. They shall do or cause to be done all things
necessary or proper in carrying out the business of the Capital Management Group
in accordance with provisions of applicable law and regulation.

      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 Capital Management Group and shall
adopt overall policies for the conduct of the business of the Capital Management
Group, 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 Capital Management Group and may assign the administration and
performance of any fiduciary powers or duties to any officers or employees of
the Capital Management Group 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 Wachovia Corporation, as they relate to the activities
of the Capital Management Group. The Chairman of the General Trust Committee
shall be appointed by the Chairman of the Board of Directors. The Chairman of
the


                                       30
<PAGE>

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


                                       31
<PAGE>

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 and Stock Certificates

      Section 6.1 Transfers. Shares of stock shall be transferable on the books
of the Association, and a transfer book shall be kept in which all transfers of
stock shall be recorded. Every person becoming a shareholder by such transfer
shall, in proportion to his shares, succeed to all rights and liabilities of the
prior holder of such shares.

      Section 6.2 Stock Certificates. Certificates of stock shall bear the
signature of the Chairman, the Vice Chairman, the President, or a Vice President
(which may be engraved, printed, or impressed), and shall be signed manually or
by facsimile process by the Secretary, Assistant Secretary, Cashier, Assistant
Cashier, or any other officer appointed by the Board of Directors for that
purpose, to be known as an Authorized Officer, and the seal of the Association
shall be engraved thereon. Each certificate shall recite on its face that the
stock represented thereby is transferable only upon the books of the Association
properly endorsed.


                                       32
<PAGE>

                                   ARTICLE VII

                                 Corporate Seal

      Section 7.1 The President, the Cashier, the Secretary, or any Assistant
Cashier, or Assistant Secretary, or other officer thereunto designated by the
Board of Directors shall have authority to affix the corporate seal to any
document requiring such seal, and to attest the same. Such seal shall be
substantially in the following form.

                                  ARTICLE VIII

                            Miscellaneous Provisions

      Section 8.1 Fiscal Year. The fiscal year of the Association shall be the
calendar year.

      Section 8.2 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 Senior Executive Vice President, Executive Vice President, Vice President or
Assistant Vice President, the Secretary, the Cashier or Treasurer, or any
officer holding similar or equivalent titles to the above in any 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), and if so
required by applicable law or regulation, attested or countersigned by the
Secretary or Assistant Secretary; 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 8.2 are supplementary to any
other provision of these By-laws.

      Section 8.3 Records. The Articles of Association, the By-laws, and the
proceedings of all meetings of the shareholders, the Board of Directors,
standing


                                       33
<PAGE>

committees of the Board, shall be recorded in appropriate minute books provided
for the purpose. The minutes of each meeting shall be signed by the Secretary,
Cashier, or other officer appointed to act as Secretary of the meeting.

                                   ARTICLE IX

                                     By-laws

      Section 9.1 Inspection. A copy of the By-laws, 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 9.2 Amendments. 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 whole number of Directors.


                                       34
<PAGE>

                                    Exhibit A

                       Wachovia Bank, National Association
                                    Article X
                                Emergency By-laws

      In the event of an emergency declared by the President of the United
States or the person performing his functions, the officers and employees of
this Association will continue to conduct the affairs of the Association under
such guidance from the directors or the Executive Committee as may be available
except as to matters which by statute require specific approval of the Board of
Directors and subject to conformance with any applicable governmental directives
during the emergency.

                        OFFICERS PRO TEMPORE AND DISASTER

      Section 1. The surviving members of the Board of Directors or the
Executive Committee shall have the power, in the absence or disability of any
officer, or upon the refusal of any officer to act, to delegate and prescribe
such officer's powers and duties to any other officer, or to any director, for
the time being.

      Section 2. In the event of a state of disaster of sufficient severity to
prevent the conduct and management of the affairs and business of this
Association by its directors and officers as contemplated by these By-laws, any
two or more available members of the then incumbent Executive Committee shall
constitute a quorum of that Committee for the full conduct and management of the
affairs and business of the Association in accordance with the provisions of
Article II of these By-laws; and in addition, such Committee shall be empowered
to exercise all of the powers reserved to the General Trust Committee under
Section 5.3 of Article V hereof. In the event of the unavail- ability, at such
time, of a minimum of two members of the then incumbent Executive Committee, any
three available directors shall constitute the Executive Committee for the full
conduct and management of the affairs and business of the Association in
accordance with the foregoing provisions of this section. This By-law shall be
subject to implementation by resolutions of the Board of Directors passed from
time to time for that purpose, and any provisions of these By-laws (other than
this section) and any resolutions which are contrary to the provisions of this
section or to the provisions of any such implementary


                                       35
<PAGE>

resolutions shall be suspended until it shall be determined by an interim
Executive Committee acting under this section that it shall be to the advantage
of this Association to resume the conduct and management of its affairs and
business under all of the other provisions of these By-laws.

                               Officer Succession

      BE IT RESOLVED, that if consequent upon war or warlike damage or disaster,
the Chief Executive Officer of this Association cannot be located by the then
acting Head Officer or is unable to assume or to continue normal executive
duties, then the authority and duties of the Chief Executive Officer shall,
without further action of the Board of Directors, be automatically assumed by
one of the following persons in the order designated:

      Chairman
      President
      Division Head/Area Administrator - Within this officer class, officers
      shall take seniority on the basis of length of service in such office
      or, in the event of equality, length of service as an officer of the
      Association.

      Any one of the above persons who in accordance with this resolution
assumes the authority and duties of the Chief Executive Officer shall continue
to serve until he resigns or until five-sixths of the other officers who are
attached to the then acting Head Office decide in writing he is unable to
perform said duties or until the elected Chief Executive Officer of this
Association, or a person higher on the above list, shall become available to
perform the duties of Chief Executive Officer of the Association.

      BE IT FURTHER RESOLVED, that anyone dealing with this Association may
accept a certification by any three officers that a specified individual is
acting as Chief Executive Officer in accordance with this resolution; and that
anyone accepting such certification may continue to consider it in force until
notified in writing of a change, said notice of change to carry the signatures
of three officers of the Association.


                                       36
<PAGE>

                               Alternate Locations

      The offices of the Association at which its business shall be conducted
shall be the main office thereof in each city which is designated as a City
Office (and branches, if any), and any other legally authorized location which
may be leased or acquired by this Association to carry on its business. During
an emergency resulting in any authorized place of business of this Association
being unable to function, the business ordinarily conducted at such location
shall be relocated elsewhere in suitable quarters, in addition to or in lieu of
the locations heretofore mentioned, as may be designated by the Board of
Directors or by the Executive Committee or by such persons as are then, in
accordance with resolutions adopted from time to time by the Board of Directors
dealing with the exercise of authority in the time of such emergency, conducting
the affairs of this Association. Any temporarily relocated place of business of
this Association shall be returned to its legally authorized location as soon as
practicable and such temporary place of business shall then be discontinued.

                               Acting Head Offices

      BE IT RESOLVED, that in case of and provided because of war or warlike
damage or disaster, the General Office of this Association, located in
Charlotte, North Carolina, is unable temporarily to continue its functions, the
Raleigh office, located in Raleigh, North Carolina, shall automatically and
without further action of this Board of Directors, become the "Acting Head
Office of this Association";

      BE IT FURTHER RESOLVED, that if by reason of said war or warlike damage or
disaster, both the General Office of this Association and the said Raleigh
Office of this Association are unable to carry on their functions, then and in
such case, the Asheville Office of this Association, located in Asheville, North
Carolina, shall, without further action of this Board of Directors, become the
"Acting Head Office of this Association"; and if neither the Raleigh Office nor
the Asheville Office can carry on their functions, then the Greensboro Office of
this Association, located in Greensboro, North Carolina, shall, without further
action of this Board of Directors, become the "Acting Head Office of this
Association"; and if neither the Raleigh Office, the Asheville Office, nor the
Greensboro Office can carry on their functions, then the Lumberton Office of
this Association, located in Lumberton, North Carolina, shall, without further
action of this Board of Directors, become the "Acting Head Office of this
Association". The Head Office shall resume its functions at its legally
authorized location as soon as practicable.


                                       37
<PAGE>

                                   Exhibit T-6

                               CONSENT OF TRUSTEE

      Pursuant to the requirements of Section 321 (b) of the Trust Indenture Act
of 1939, and in connection with the proposed issue of PSEG Funding Trust I, we
hereby consent that reports of examinations by Federal, State, Territorial or
District authorities may be furnished by such authorities to the Securities and
Exchange Commission upon request therefor.

                                                       FIRST UNION NATIONAL BANK

                                                       By: /s/ Frank Gallagher
                                                           ---------------------
                                                           Vice President

Morristown, NJ
March 15, 2002


                                       38
<PAGE>

EXHIBIT T-7

                               REPORT OF CONDITION

Consolidating  domestic  and foreign  subsidiaries  of the First Union  National
Bank,  at the close of business on December 31,  2001,  published in response to
call made by  Comptroller  of the Currency,  under title 12, United States Code,
Section 161. Charter Number 1 Comptroller of the Currency.

Statement of Resources and Liabilities

                                     ASSETS
                               Thousand of Dollars

Cash and balance due from depository institutions:
  Noninterest-bearing balances and currency and coin .......     10,660,000
  Interest-bearing balances ................................      6,638,000
Securities .................................................      /////////
  Hold-to-maturity securities ..............................              0
  Available-for-sale securities ............................     47,596,000
Federal funds sold and securities purchased under agreements     //////////
    to resell ..............................................      5,188,000
Loans and lease financing receivables:
    Loan and leases held for sale ..........................      7,337,000
    Loan and leases, net of unearned income.................    116,417,000
    LESS: Allowance for loan and lease losses...............      2,222,000
    LESS: Allocated transfer risk reserve...................              0
    Loans and leases, net of unearned income, allowance, and
    reserve ................................................    114,195,000
Trading Assets .............................................     19,071,000
Premises and fixed assets (including capitalized leases) ...      2,628,000
Other real estate owned ....................................         92,000
Investment in unconsolidated subsidiaries and associated ...     //////////
companies ..................................................        503,000
Customer's liability to this bank on acceptances outstanding        732,000
Intangible assets
    Goodwill ...............................................      2,253,000
    Other intangible Assets  ...............................        336,000
Other assets ...............................................     15,556,000
        Total assets .......................................    232,785,000

                                  LIABILITIES
Deposits:
    In domestic offices ....................................    135,276,000
      Noninterest-bearing ..................................     24,546,000
      Interest-bearing......................................    110,730,000
    In foreign offices, Edge and Agreement subsidiaries,
    and IBFs ...............................................     12,473,000
      Noninterest-bearing ..................................         32,000
      Interest-bearing......................................     12,441,000
Federal funds purchased and securities sold under agreements
         to repurchase .....................................     19,728,000
Trading liabilities ........................................     15,559,000
Other borrowed money: ......................................     16,702,000
Bank's liability on acceptances executed and outstanding ...        749,000
Subordinated notes and debentures ..........................      5,993,000
Other liabilities ..........................................      9,195,000
Total liabilities ..........................................    215,675,000
Minority Interest in consolidated subsidiaries .............        977,000

                                 EQUITY CAPITAL
Perpetual preferred stock and related surplus ..............        161,000
Common Stock ...............................................        455,000
Surplus ....................................................     13,302,000
Retained Earnings ..........................................      1,847,000
Accumulated other comprehensive income .....................        368,000
Other Equity Capital components ............................              0
Total equity capital .......................................     16,133,000
Total liabilities and equity capital .......................    232,785,000


                                       39
<PAGE>

EXHIBIT T-7

                               REPORT OF CONDITION

Consolidating  domestic and foreign  subsidiaries of the Wachovia Bank, National
Association,  at the close of  business  on  December  31,  2001,  published  in
response to call made by  Comptroller  of the  Currency,  under title 12, United
States Code, Section 161. Charter Number 1559 Comptroller of the Currency.

Statement of Resources and Liabilities

                                     ASSETS
                               Thousand of Dollars

Cash and balance due from depository institutions:
  Noninterest-bearing balances and currency and coin .......    3,765,118
  Interest-bearing balances ................................      650,642
Securities .................................................    /////////
  Hold-to-maturity securities ..............................        9,414
  Available-for-sale securities ............................    7,410,048
Federal funds sold and securities purchased under agreements   //////////
    to resell ..............................................      167,423
Loans and lease financing receivables:
    Loan and leases held for sale ..........................      626,273
    Loan and leases, net of unearned income.................   46,370,668
    LESS: Allowance for loan and lease losses...............      756,033
    LESS: Allocated transfer risk reserve...................            0
    Loans and leases, net of unearned income, allowance, and
    reserve ................................................   45,614,535
Trading Assets .............................................      722,364
Premises and fixed assets (including capitalized leases) ...      920,948
Other real estate owned ....................................       17,806
Investment in unconsolidated subsidiaries and associated ...   //////////
companies ..................................................            0
Customer's liability to this bank on acceptances outstanding       12,654
Intangible assets
    Goodwill ...............................................    6,972,981
    Other intangible Assets ................................    2,018,940
Other assets ...............................................    2,646,675
        Total assets .......................................   71,655,121

                                  LIABILITIES
Deposits:
    In domestic offices ....................................   42,684,201
      Noninterest-bearing ..................................    9,947,528
      Interest-bearing .....................................   32,736,675
    In foreign offices, Edge and Agreement subsidiaries,
    and IBFs ...............................................    3,626,852
      Noninterest-bearing ..................................            0
      Interest-bearing......................................    3,628,852
Federal funds purchased and securities sold under agreements
    to repurchase ..........................................    2,955,746
Trading liabilities ........................................      633,696
Other borrowed money: ......................................    3,912,732
Bank's liability on acceptances executed and outstanding ...       12,654
Subordinated notes and debentures ..........................    2,604,790
Other liabilities ..........................................    1,453,484
Total liabilities ..........................................   57,884,155
Minority Interest in consolidated subsidiaries .............            0

                                 EQUITY CAPITAL
Perpetual preferred stock and related surplus ..............            0
Common Stock ...............................................       53,182
Surplus ....................................................   13,344,925
Retained Earnings ..........................................      209,703
Accumulated other comprehensive income .....................       63,156
Other Equity Capital components ............................            0
Total equity capital .......................................   13,670,966
Total liabilities and equity capital .......................   71,555,121


                                       40
<PAGE>

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

Comptroller of the Currency
Administrator of National Banks

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

Large Bank Licensing, MS 7-13
250 E Street, S.W.
Washington, DC 20219

March 27, 2002

                                                 OCC Control Nr. 2002-ML-02-0001

Ms. Courtney D. Allison
Assistant General Counsel
Legal Division
Wachovia Corporation
301 South College Street (NC0630)
Charlotte, North Carolina 28288-0630

Dear Ms. Allison:

This letter is the official certification of the Comptroller of the Currency
(OCC) of the merger of Wachovia Bank, National Association, Winston-Salem, North
Carolina, Charter Nr. 1559, into and under the charter of First Union National
Bank, Charlotte, North Carolina, Charter Nr. 1 with the resulting title of
Wachovia Bank, National Association and headquarters at Charlotte, North
Carolina, effective April 1, 2002.

This letter is also the official authorization given to Wachovia Bank, N.A.,
Charter Nr. 1 (formerly First Union National Bank), to operate the former head
office of Wachovia Bank, N.A., Charter Nr. 1559 as a branch at the following
site:

      Title          :      Downtown Winston-Salem Branch
      Certificate Nr.:      122534A
      Address        :      100 North Main Street
                            Winston-Salem, North Carolina 27150

Branch authorizations previously granted to Wachovia Bank, N.A., Charter Nr.
1559, automatically convey to Wachovia Bank, N.A., Charter Nr. 1 (formerly First
Union National Bank), the resulting bank, and will not be reissued. Please
furnish a copy of this certificate to personnel responsible for branch
administration.

This letter also serves to certify that First Union National Bank, Charlotte,
North Carolina, Charter Nr. 1, now known as Wachovia Bank, National Association,
remains authorized to exercise the fiduciary powers previously granted to it by
the OCC.


<PAGE>

Certification of Merger
First Union National Bank/Wachovia Bank, N.A.
Page 2 of 2

The OCC also authorizes the resulting bank, should the merger occur between Call
Report dates, to recalculate its legal lending limit. The new lending limit
should be calculated by using data from the last Call Report of the individual
banks filed prior to consummating the consolidation, as adjusted for the
combination. The resulting bank will then file a new Call Report and begin
calculating its legal lending limit according to 12 C.F.R. 32.4(a) at the end of
the quarter following consummation of the consolidation.

In the event of questions, I may be contacted at (202) 874-5060 or by e-mail at:
largebanks@occ.treas.gov.

Sincerely,

/s/ Richard T. Erb
---------------------
    Richard T. Erb
    Licensing Manager

    2002-ML-02-0001