EX-25.D 77 dp12077_ex25-d.htm
EXHIBIT 25-d

FORM T-1
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
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)           |__|
___________________________
 
THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)
 
New York
(State of incorporation
if not a U.S. national bank)
13-5160382
(I.R.S. employer
identification no.)
   
One Wall Street, New York, N.Y.
(Address of principal executive offices)
10286
(Zip code)
___________________________
 
MORGAN STANLEY
(Exact name of obligor as specified in its charter)
 
Delaware
(State or other jurisdiction of
incorporation or organization)
36-3145972
(I.R.S. employer
identification no.)
   
1585 Broadway
New York, New York
(Address of principal executive offices)
 
10036
(Zip code)
___________________________
 
Junior Subordinated Debt Securities
(Title of the indenture securities)
 
 
 

 
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.
 
Name
Address
Superintendent of Banks of the State of New York
One State Street, New York, N.Y.  10004-1417, and Albany, N.Y. 12223
   
Federal Reserve Bank of New York
33 Liberty Street, New York, N.Y.  10045
   
Federal Deposit Insurance Corporation
Washington, D.C.  20429
   
New York Clearing House Association
New York, New York   10005
     
 
(b)
Whether it is authorized to exercise corporate trust powers.
 
Yes.
 
2.
Affiliations with Obligor.
 
If the obligor is an affiliate of the trustee, describe each such affiliation.
 
None.
 
16.
List of Exhibits.
 
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).
 
 
1.
A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
 
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4.
A copy of the existing By-laws of the Trustee.  (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195).
 
 
6.
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).
 
 
7.
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
 
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SIGNATURE
 
Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 16th day of December, 2008.
 
 
 
THE BANK OF NEW YORK MELLON
  
       
 
By:
/S/       CHERYL CLARKE
  
   
Name: CHERYL CLARKE
  
   
Title:   VICE PRESIDENT
  
 

 
 
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EXHIBIT 7
 
Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON
 
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business September 30, 2008, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
 
ASSETS
Dollar Amounts
In Thousands
Cash and balances due from depository institutions:
  
Noninterest-bearing balances and currency and coin
44,129,000
Interest-bearing balances
48,207,000
Securities:
  
Held-to-maturity securities
7,661,000
Available-for-sale securities
39,616,000
Federal funds sold and securities purchased under agreements to resell:
  
   Federal funds sold in domestic offices
877,000
   Securities purchased under agreements to resell
4,598,000
Loans and lease financing receivables:
  
Loans and leases held for sale
0
Loans and leases, net of unearned income
46,218,000
LESS: Allowance for loan and lease losses
324,000
Loans and leases, net of unearned income and allowance
45,894,000
Trading assets
6,900,000
Premises and fixed assets (including capitalized leases)
1,087,000
Other real estate owned
7,000
Investments in unconsolidated subsidiaries and associated companies
858,000
Not applicable
  
Intangible assets:
  
   Goodwill
5,026,000
   Other intangible assets
1,619,000
Other assets
12,220,000
Total assets
218,699,000
 
 
LIABILITIES
  
Deposits:
  
In domestic offices
103,521,000
Noninterest-bearing
80,077,000
Interest-bearing
23,444,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs
67,951,000
Noninterest-bearing
2,259,000
Interest-bearing
65,692,000
Federal funds purchased and securities sold under agreements to repurchase:
  
   Federal funds purchased in domestic offices
4,367,000
   Securities sold under agreements to repurchase
76,000
Trading liabilities
5,676,000
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
12,514,000
Not applicable
  
Not applicable
  
Subordinated notes and debentures
3,490,000
Other liabilities
8,209,000
Total liabilities
205,804,000
   
Minority interest in consolidated subsidiaries
473,000
   
EQUITY CAPITAL
  
Perpetual preferred stock and related surplus
0
Common stock
1,135,000
Surplus (exclude all surplus related to preferred stock)
6,764,000
Retained earnings
6,564,000
Accumulated other comprehensive income
-2,041,000
Other equity capital components
0
Total equity capital
12,422,000
Total liabilities, minority interest, and equity capital
218,699,000
 
 
I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
 
 
Thomas P. Gibbons,
Chief Financial Officer
   
We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.
   
 
Gerald L. Hassell
Steven G. Elliott
Robert P. Kelly
 
    
Directors