EX-25 4 k89478s2exv25.txt STATEMENT OF ELIGIBILITY OF J.P. MORGAN TRUST COMPANY EXHIBIT 25 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ------------------------- AMENDMENT NO. 1 TO FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ------------------------------------------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) -------- ---------------------------------------- J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 95-4655078 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 101 CALIFORNIA STREET, FLOOR 38 SAN FRANCISCO, CALIFORNIA 94111 (Address of principal executive offices) (Zip Code) F. Henry Kleschen III Assistant General Counsel 227 West Monroe Street, Suite 2600 Chicago, IL 60606 Tel: (312) 267-5064 (Name, address and telephone number of agent for service) -------------------------------------------- MASCO CORPORATION (Exact name of obligor as specified in its charter) DELAWARE 38-1794485 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) 21001 VAN BORN ROAD TAYLOR, MICHIGAN 48180 (Address of principal executive offices) (Zip Code) ZERO COUPON CONVERTIBLE SENIOR NOTES (Title of the indenture securities) ------------------------------------------------------------- ITEM 1. GENERAL INFORMATION. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Comptroller of the Currency, Washington, D.C. Board of Governors of the Federal Reserve System, Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Yes. ITEM 2. AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of the trustee, describe each such affiliation. None. NO RESPONSES ARE INCLUDED FOR ITEMS 3-15 OF THIS FORM T-1 BECAUSE THE OBLIGOR IS NOT IN DEFAULT AS PROVIDED UNDER ITEM 13. ITEM 16. LIST OF EXHIBITS. List below all exhibits filed as part of this statement of eligibility. Exhibit 1. Articles of Association of the Trustee as Now in Effect (see Exhibit 1 to Form T-1 filed in connection with Form 8K of the Southern California Water Company filing, dated December 7, 2001, which is incorporated by reference). Exhibit 2. Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 333-41329, which is incorporated by reference). Exhibit 3. Authorization of the Trustee to Exercise Corporate Trust Powers (contained in Exhibit 2). Exhibit 4. Existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Form 8K of the Southern California Water Company filing, dated December 7, 2001, which is incorporated by reference). Exhibit 5. Not Applicable Exhibit 6. The consent of the Trustee required by Section 321 (b) of the Act. Exhibit 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority. Exhibit 8. Not Applicable Exhibit 9. Not Applicable SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, J. P. Morgan Trust Company, National Association, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, and State of Illinois, on the 1st day of December, 2004. J. P. Morgan Trust Company, National Association By /s/ Benita Pointer ------------------------------------------ Benita Pointer Authorized Officer EXHIBIT 6 THE CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(b) OF THE ACT December 1, 2004 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: In connection with the qualification of an indenture between Masco Corporation and J.P. Morgan Trust Company, National Association, as trustee, the undersigned, in accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that the reports of examinations of the undersigned, made by Federal or State authorities authorized to make such examinations, may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor. Very truly yours, J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION By /s/ Benita Pointer ------------------------------- Benita Pointer Authorized Officer EXHIBIT 7. Report of Condition of the Trustee. -------------------------------------------------------------------------------- J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION STATEMENT OF CONDITION SEPTEMBER 30, 2004
($000) ASSETS Cash and Due From Banks $ 28,672 Securities 145,134 Loans and Leases 110,847 Premises and Fixed Assets 11,202 Intangible Assets 384,284 Goodwill 201,011 Other Assets 45,941 -------- Total Assets $927,091 ======== LIABILITIES Deposits $ 94,426 Other Liabilities 55,575 -------- Total Liabilities 150,001 EQUITY CAPITAL Common Stock 600 Surplus 701,587 Retained Earnings 74,903 -------- Total Equity Capital 777,090 -------- Total Liabilities and Equity Capital $927,091 ========