EXHIBIT 25-a
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
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CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
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JPMORGAN CHASE BANK
(Exact name of trustee as specified in its charter)
New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
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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)
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Debt Securities
(Title of the indenture securities)
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GENERAL
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.
New York State Banking Department, State House, Albany, New York 12110.
Board of Governors of the Federal Reserve System, Washington, D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor and Guarantors.
If the obligor or any Guarantor is an affiliate of the trustee, describe
each such affiliation.
None.
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Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Restated Organization Certificate of the Trustee dated
March 25, 1997 and the Certificate of Amendment dated October 22, 2001 (see
Exhibit 1 to Form T-1 filed in connections with Registration Statement No.
333-76894, which is incorporated by reference.)
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference). On November 11,
2001, in connection with the merger of The Chase Manhattan Bank and Morgan
Guaranty Trust Company of New York, the surviving corporation was renamed
JPMorgan Chase Bank.
3. None, authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement 333-76894, which is
incorporated by reference.)
5. Not applicable.
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.
33-50010, which is incorporated by reference). On November 11, 2001, in
connection with the merger of The Chase Manhattan Bank and Morgan Guaranty
Trust Company of New York, the surviving corporation was renamed JPMorgan Chase
Bank.
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.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee,
JPMorgan Chase Bank, 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 30th day of June, 2003.
JPMORGAN CHASE BANK
By /s/ Albert Mari, Jr.
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Albert Mari, Jr.
Vice President
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
JPMorgan Chase Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business March 31, 2003, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS in Millions
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin .......................................... $ 21,415
Interest-bearing balances .................................. 6,882
Securities:
Held to maturity securities ..................................... 334
Available for sale securities ................................... 80,076
Federal funds sold and securities purchased under
agreements to resell ....................................... 14,044
Federal funds sold in domestic offices
Securities purchased under agreements to resell ............ 73,060
Loans and lease financing receivables:
Loans and leases held for sale ............................. 25,832
Loans and leases, net of unearned income $161,345
Less: Allowance for loan and lease losses 3,823
Loans and leases, net of unearned income and
allowance .................................................. 157,522
Trading Assets................................................... 189,427
Premises and fixed assets (including capitalized leases) ........ 6,186
Other real estate owned ......................................... 131
Investments in unconsolidated subsidiaries and
associated companies ....................................... 691
Customers' liability to this bank on acceptances
outstanding ................................................ 225
Intangible assets
Goodwill ................................................ 2,180
Other Intangible assets ................................. 3,314
Other assets .................................................... 40,377
TOTAL ASSETS .................................................... $621,696
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LIABILITIES
Deposits
In domestic offices ......................................... $174,351
Noninterest-bearing ....................... $ 70,991
Interest-bearing .......................... 103,360
In foreign offices, Edge and Agreement
subsidiaries and IBF's ...................................... 125,789
Noninterest-bearing ....................... $ 7,531
Interest-bearing .......................... 118,258
Federal funds purchased and securities sold under agree-
ments to repurchase:
Federal funds purchased in domestic offices ................. 5,929
Securities sold under agreements to repurchase .............. 113,903
Trading liabilities .............................................. 116,329
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases) ................... 10,758
Bank's liability on acceptances executed and outstanding ......... 225
Subordinated notes and debentures ................................ 8,306
Other liabilities ................................................ 29,735
TOTAL LIABILITIES ................................................ 585,325
Minority Interest in consolidated subsidiaries ................... 97
EQUITY CAPITAL
Perpetual preferred stock and related surplus .................... 0
Common stock ..................................................... 1,785
Surplus (exclude all surplus related to preferred stock) ........ 16,304
Retained earnings ................................................ 17,228
Accumulated other comprehensive income ........................... 957
Other equity capital components .................................. 0
TOTAL EQUITY CAPITAL ............................................. 36,274
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TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL ......... $621,696
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I, Joseph L. Sclafani, E.V.P. & Controller of the
above-named bank, do hereby declare that this
Report of Condition has been prepared in
conformance with the instructions issued by the
appropriate Federal regulatory authority and is
true to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the
correctness of this Report of Condition and
declare that it has been examined by us, and to
the best of our knowledge and belief has been
prepared in conformance with the in- structions
issued by the appropriate Federal regulatory
authority and is true and correct.
WILLIAM B. HARRISON, JR. )
HELENE L. KAPLAN ) DIRECTORS
WILLIAM H. GRAY, III )