EX-25.B 10 ex-25b.txt Exhibit 25-b SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ------------------------------------------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________ ---------------------------------------- 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.) 1999 Avenue of the Stars - Floor 26 Los Angeles, CA 90067 (Address of principal executive offices) (Zip Code) Thomas F. Godfrey Vice President and Assistant General Counsel J. P. Morgan Trust Company, National Association 1 Chase Manhattan Plaza, 25th Floor New York, New York 10081 Tel: (212) 552-2192 (Name, address and telephone number of agent for service) -------------------------------------------- Morgan Stanley (Exact name of obligor as specified in its charter) Delaware 36-3145972 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) 1585 Broadway New York, New York 10036 (Address of principal executive offices) (Zip Code) Debt Securities (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 (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 333-41329, which is incorporated by reference). 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 2 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 San Francisco, and State of California, on the 25th day of October, 2005. J. P. Morgan Trust Company, National Association By /s/ : Carol Ng. ---------------------------------------- Carol Ng, Vice President 3 Exhibit 7 to Form T-1 J. P. Morgan Trust Company, National Association Statement of Condition 30-Jun-05 ($000) Assets Cash and Due From Banks 26,954 Securities 191,553 Loans and Leases 110,708 Premises and Fixed Assets 7,790 Intangible Assets 363,423 Goodwill 202,094 Other Assets 45,476 ------------- Total Assets 947,998 ============= Liabilities Deposits 101,305 Other Liabilities 39,598 ------------- Total Liabilities 140,903 Equity Capital Common Stock 600 Surplus 701,587 Retained Earnings 104,908 ------------- Total Equity Capital 807,095 ------------- Total Liabilities and Equity Capital 947,998 =============