CHASE MANHATTAN CORP /DE/
S-3, EX-25.1, 2000-12-29
NATIONAL COMMERCIAL BANKS
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                                                                 Exhibit 25.1


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                   ----------

                                   FORM T - 1

                    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) _________

                      U.S. BANK TRUST NATIONAL ASSOCIATION
               (Exact name of trustee as specified in its charter)

                                   13-3781471
                               (I. R. S. Employer
                               Identification No.)


100 WALL STREET, NEW YORK, NY                                        10005
(Address of principal executive offices)                          (Zip Code)

                                   ----------

                            FOR INFORMATION, CONTACT:
                           Thomas J. Kelly, President
                      U.S. Bank Trust National Association
                           100 Wall Street, 16th Floor
                               New York, NY 10005
                            Telephone: (212) 361-2506

                         THE CHASE MANHATTAN CORPORATION
                     (TO BE RENAMED J.P. MORGAN CHASE & CO.)
               (Exact name of obligor as specified in its charter)

               DELAWARE                                      13-2624428
   (State or other jurisdiction of                       (I. R. S. Employer
   incorporation or organization)                        Identification No.)

   270 PARK AVENUE                                               10017
   NEW YORK, NEW YORK
   (Address of principal executive offices)              (Zip Code)

                                   ----------

                DEBT SECURITIES, PREFERRED SECURITIES, GUARANTEES



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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.

           NAME                                               ADDRESS
           ----                                               -------

  Comptroller of the Currency                            Washington, D. C.

         (b)   Whether it is authorized to exercise corporate trust powers.

              Yes.

Item 2.     AFFILIATIONS WITH THE OBLIGOR.

         If the obligor is an affiliate of the trustee, describe each such
         affiliation.

                  None.

Item 16.    LIST OF EXHIBITS.

         Exhibit 1.     Articles of Association of U.S. Bank Trust National
                        Association, incorporated herein by reference to Exhibit
                        1 of Form T-1, Registration No. 022-22485.

         Exhibit 2.     Certificate of Authority to Commence Business for
                        First Trust of New York, National Association now known
                        as U.S. Bank Trust National Association, incorporated
                        herein by reference to Exhibit 2 of Form T-1,
                        Registration No. 022-22485.

         Exhibit 3.     Authorization to exercise corporate trust powers for
                        U.S. Bank Trust National Association, incorporated
                        herein by reference to Exhibit 3 of Form T-1,
                        Registration No. 022-22485.

         Exhibit 4.     By-Laws of U.S. Bank Trust National Association,
                        incorporated herein by reference to Exhibit 4 of Form
                        T-1, Registration No. 022-22485.

         Exhibit 5.     Not applicable.

         Exhibit 6.     Consent of First Trust of New York, National
                        Association now known as U.S. Bank Trust National
                        Association, required by Section 321(b) of the Act,
                        incorporated herein by reference to Exhibit 6 of Form
                        T-1, Registration No. 022-22485.

<PAGE>   3



         Exhibit 7.     Report of Condition of U.S. Bank Trust National
                        Association, as of the close of business on September
                        30, 2000, published pursuant to law or the requirements
                        of its supervising or examining authority.

         Exhibit 8.     Not applicable.

         Exhibit 9.     Not applicable.


<PAGE>   4






                                    SIGNATURE


         Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, U.S. Bank Trust National Association, a national banking
association organized and existing under the laws of the United States, 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 27th day of December, 2000.

                                                  U.S. BANK TRUST
                                                NATIONAL ASSOCIATION



                                           By:   /s/   PATRICK J. CROWLEY
                                               -----------------------------
                                                    Patrick J. Crowley
                                                    Vice President



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EXHIBIT 7
---------

                      U.S. BANK TRUST NATIONAL ASSOCIATION
                        STATEMENT OF FINANCIAL CONDITION
                                 AS OF 9/30/2000

                                    ($000'S)

                                                         9/30/2000
                                                        -----------
ASSETS
     Cash and Due From Depository Institutions              $54,812
     Federal Reserve Stock                                    3,396
     Fixed Assets                                               500
     Intangible Assets                                       57,136
     Other Assets                                             8,571
                                                        ===========
         TOTAL ASSETS                                      $124,415


LIABILITIES
     Other Liabilities                                       10,447
                                                        ===========
     TOTAL LIABILITIES                                       10,447

EQUITY
     Common and Preferred Stock                               1,000
     Surplus                                                120,932
                                                        -----------
     Undivided Profits                                       (7,964)
                                                        -----------
TOTAL EQUITY CAPITAL                                        113,968

TOTAL LIABILITIES AND EQUITY CAPITAL                       $124,415



To the best of the undersigned's determination, as of this date the above
financial information is true and correct.


U.S. Bank Trust National Association



By: /s/ PATRICK J. CROWLEY
        --------------------------
        Vice President

Dated:  December 27, 2000






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