Exhibit 25-b
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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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)
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)
Subordinated Debt Securities
(Title of the indenture securities)
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1
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.
2
Exhibit 8. Not Applicable
Exhibit 9. Not Applicable
3
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 26th day of July 2004.
J. P. Morgan Trust Company, National Association
By /s/ J.Michael Banas
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J.Michael Banas
Authorized Officer
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Exhibit 7
J. P. Morgan Trust Company, National Association
Statement of Condition
December 31, 2003
($000)
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Assets
Cash and Due From Banks $ 22,115
Securities 141,598
Loans and Leases 106,261
Premises and Fixed Assets 13,111
Intangible Assets 403,878
Goodwill 250,539
Other Assets 50,801
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Total Assets $ 988,303
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Liabilities
Deposits $ 119,625
Other Liabilities 112,490
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Total Liabilities 232,115
Equity Capital
Common Stock 600
Surplus 701,587
Retained Earnings 54,001
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Total Equity Capital 756,188
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Total Liabilities and Equity Capital $ 988,303
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