Exhibit 25-B 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 (Exact name of trustee as specified in its charter) New York 13-5160382 (State of incorporation (I.R.S. employer if not a U.S. national bank) identification no.) One Wall Street, New York, N.Y. 10286 (Address of principal executive offices) (Zip code) ------------------------- MET-ED CAPITAL TRUST (Exact name of obligor as specified in its charter) Delaware Applied for (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) The Bank of New York (Delaware) White Clay Center, Route 273 Newark, Delaware 19711 (Address of principal executive offices) (Zip code) -------------------------- Trust 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 2 Rector Street, New York, N.Y. the State of New York 10006, and Albany, N.Y. 12203 Federal Reserve Bank of 33 Liberty Plaza, New York, New York N.Y. 10045 Federal Deposit Insurance Washington, D.C. 20429 Corporation New York Clearing House New York, New York 10005 Association (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 (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 with Registration Statement No. 33-6215, Exhibits 1a and 1b to T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 Form T-1 filed with Registration Statement No. 33-29637.) -2- 4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.) 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. 33-44051.) 7. A copy of the latest report of condition of the Trustee published to law or to the requirements of its supervising or examining. -3- SIGNATURE Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has caused this statement of eligibility to be signed on its behalf by the, thereunto duly authorized, all in The City of New York, and State of York, on the 2nd day of September, 1998. THE BANK OF NEW YORK By: /s/ROBERT A. MASSIMILLO ----------------------- Name: ROBERT A. MASSIMILLO Title: Assistant Vice President -4- Exhibit 7 --------- Consolidated Report of Condition of THE BANK OF NEW YORK of 48 Wall Street, New York, N.Y. 10286 And Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business March 31, 1998, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions the Federal Reserve Act. Dollar Amounts ASSETS Thousands Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin $ 6,397,993 Interest-bearing balances 1,138,362 Securities: Held-to-maturity securities 1,062,074 Available-for-sale securities 4,167,240 Federal funds sold and Securities purchased under agreements to resell 391,650 Loans and lease financing receivables: Loans and leases, net of unearned income 36,538,242 LESS: Allowance for loan and lease losses 631,725 LESS: Allocated transfer risk reserve 0 Loans and leases, net of unearned income, allowance, and reserve 35,906,517 Assets held in trading accounts 2,145,149 Premises and fixed assets (including capitalized leases) 663,928 Other real estate owned 10,895 Investments in unconsolidated subsidiaries and associated companies 237,991 Customers' liability to this bank on acceptances outstanding 992,747 Intangible assets 1,072,517 Other assets 1,643,173 --------- Total assets $55,830,236 =========== LIABILITIES Deposits: In domestic offices $24,849,054 Noninterest-bearing 10,011,422 Interest-bearing 14,837,632 In foreign offices, Edge and Agreement subsidiaries, and IBFs 15,319,002 Noninterest-bearing 707,820 Interest-bearing 14,611,182 Federal funds purchased and Securities sold under agreements to repurchase 1,906,066 Demand notes issued to the U.S. Treasury 215,985 Trading liabilities 1,591,288 Other borrowed money: With remaining maturity of one year or less 1,991,119 With remaining maturity of more than one year through three years 0 With remaining maturity of more than three years 25,574 Bank's liability on acceptances exe- cuted and outstanding 998,145 Subordinated notes and debentures 1,314,000 Other liabilities 2,421,281 --------- Total liabilities 50,631,514 ========== EQUITY CAPITAL Common stock 1,135,284 Surplus 731,319 Undivided profits and capital reserves 3,328,050 Net unrealized holding gains (losses) on available-for-sale securities 40,198 Cumulative foreign currency transla- tion adjustments ( 36,129) ----------- Total equity capital 5,198,722 --------- Total liabilities and equity capital $55,830,236 ========== I, Robert E. Keilman, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of has been prepared in conformance with the instructions by the Board of Governors of the Federal Reserve System and true to the best of my knowledge and belief. Robert E. Keilman We, the undersigned directors, attest to the correctness of this of Condition and declare that it has been examined by us and the best of our knowledge and belief has been prepared in with the instructions issued by the Board of Governors the Federal Reserve System and is true and correct. Thomas A. Renyi } Alan R. Griffith } Directors J. Carter Bacot }