TXU CORP /TX/
S-3, EX-25, 2000-11-07
ELECTRIC SERVICES
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                                                                   EXHIBIT 25(F)


                                    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
   (Jurisdiction of incorporation                            (I.R.S. Employer
     if not a U.S. national bank)                           Identification No.)

  One Wall Street, New York, New York                              10286
(Address of principal executive offices)                         (Zip code)

                                -----------------

                                    TXU CORP.
               (Exact name of obligor as specified in its charter)


               Texas                                            75-2669310
   (State or other jurisdiction                              (I.R.S. Employer
 of incorporation or organization)                          Identification No.)

   Energy Plaza, 1601 Bryan Street
            Dallas, Texas                                          75201
(Address of principal executive offices)                         (Zip code)

                                -----------------

   TEXAS UTILITIES COMPANY GUARANTEE WITH RESPECT TO TXU CAPITAL IV PREFERRED
                               TRUST SECURITIES*
                       (Title of the indenture securities)


------------------------
     *Specific title(s) to be determined in connection with issuance(s) of TXU
Capital IV Preferred Trust Securities.


<PAGE>


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.

<TABLE>
<CAPTION>
<S>                                             <C>
Superintendent of Banks of the                  2 Rector Street, New York, N.Y. 10006
   State of New York                               and Albany, N.Y. 12203
Federal Reserve Bank of New York                33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation           550 17th Street, N.W., Washington, D.C. 20429
New York Clearing House Association             New York, N.Y. 10005
</TABLE>

     (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. (See Note on page 2.)

ITEM 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.
ss.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 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 and Exhibit 1 to
                    Form T-1 filed with Registration Statement No. 33-29637.)

          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 pursuant to law or to the requirements of its
                    supervising or examining authority.


------------------------
     *Pursuant to General Instruction B, the Trustee has responded only to
Items 1, 2 and 16 of this form since to the best of the knowledge of the Trustee
the obligor is not in default under any indenture under which the Trustee is a
trustee.


<PAGE>


                                      NOTE

          Inasmuch as this Form T-1 is being filed prior to the ascertainment by
the Trustee of all facts on which to base a responsive answer to Item 2, the
answer to said Item is based on incomplete information.

          Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.

                                    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 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 1st day of November, 2000.

                                        THE BANK OF NEW YORK

                                        By: /s/ Walter N. Gitlin
                                           ------------------------------------
                                                  Walter N. Gitlin
                                                   Vice President


                                      -2-
<PAGE>


                                                                     EXHIBIT 7
                                                                   (Page 1 of 3)

                       Consolidated Report of Condition of
                              THE BANK OF NEW YORK
                    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 June 30, 2000, published 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 Thousands
------                                                           --------------
Cash and balances due from
  depository institutions:
  Noninterest-bearing balances
    and currency and coin.........................................  $ 4,133,121
  Interest-bearing balances.......................................    4,153,905
Securities:
  Held-to-maturity securities.....................................      908,946
  Available-for-sale securities...................................    4,889,160
Federal funds sold and Securities
    purchased under agreements to resell..........................    4,471,741
Loans and lease financing
  receivables:
  Loans and leases, net of unearned
    income.......................................  38,423,509
  LESS:  Allowance for loan and
    lease losses.................................     590,846
  LESS: Allocated transfer risk
    reserve......................................      12,596
  Loans and leases, net of unearned
    income, allowance, and reserve................................   37,820,067
Trading Assets....................................................   11,028,326
Premises and fixed assets (including
  capitalized leases).............................................      722,622
Other real estate owned...........................................        6,351
Investments in unconsolidated subsid-
  iaries and associated companies.................................      166,189
Customers' liability to this bank on
  acceptances outstanding.........................................    1,154,448
Intangible assets.................................................    1,338,942
Other assets......................................................    3,392,303
                                                                    -----------
Total assets......................................................  $74,186,121
                                                                    ===========


<PAGE>


                                                                     EXHIBIT 7
                                                                   (Page 2 of 3)

LIABILITIES
-----------

Deposits:
  In domestic offices.............................................  $28,759,739
  Noninterest-bearing............................  12,991,192
  Interest-bearing...............................  15,768,547
  In foreign offices, Edge and
  Agreement subsidiaries, and IBFs................................   26,421,204
  Noninterest-bearing............................     550,232
  Interest-bearing...............................  25,870,972
Federal funds purchased and Securities
  sold under agreements to repurchase ............................    1,619,310
Demand notes issued to the U.S.
  Treasury........................................................      100,000
Trading liabilities...............................................    2,337,972
Other borrowed money:
  With remaining maturity of one year or less.....................    1,754,237
  With remaining maturity of more than
    one year through three years .................................            0
  With remaining maturity of more than
     three years..................................................       31,080
Bank's liability on acceptances
  executed and outstanding........................................    1,155,970
Subordinated notes and debentures.................................    1,652,000
Other liabilities.................................................    4,169,081
                                                                     ----------
Total liabilities.................................................   68,000,593
                                                                     ----------

EQUITY CAPITAL
--------------

Common stock......................................................    1,135,284
Surplus...........................................................      956,428
Undivided profits and capital
  reserves........................................................    4,156,469
Net unrealized holding gains (losses)
  on available-for-sale securities................................      (33,142)
Accumulated net gains (losses) on
  cash flow hedges................................................            0
Cumulative foreign currency
  translation adjustments.........................................      (29,511)
                                                                    -----------
Total equity capital..............................................    6,185,528
                                                                    -----------
Total liabilities and equity capital..............................  $74,186,121
                                                                    ===========


<PAGE>


                                                                     EXHIBIT 7
                                                                   (Page 3 of 3)

     I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                  Thomas J. Mastro


     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 instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.

          Thomas A. Renyi   )
          Gerald L. Hassell )           Directors
          Alan R. Griffith  )




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