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Exhibit 25(b)
___________________________________________________________________
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) ________
________________________________________
THE CHASE MANHATTAN 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)
_____________________________________________
Merrill Lynch & Co., Inc.
(Exact name of obligor as specified in its charter)
Delaware 13-2740599
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
4 World Financial Center, North Tower
New York, New York 10080
(Address of principal executive offices) (Zip Code)
----------------------------------------
Trust Originated Preferred 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.
If the obligor 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 Articles of Association of the Trustee as now in effect,
including the Organization Certificate and the Certificates of Amendment dated
February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, 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 July 14, 1996,
in connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan 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 No. 333-76439, 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 July 14, 1996, in connection with
the merger of Chemical Bank and The Chase Manhattan Bank (National Association),
Chemical Bank, the surviving corporation, was renamed The Chase Manhattan 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, The Chase Manhattan 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 6th day of June, 2000.
THE CHASE MANHATTAN BANK
By /s/ Natalie B. Pesce
---------------------------
Natalie B. Pesce, Trust Officer
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<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan 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 December 31, 1999, 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................................ $ 13,271
Interest-bearing balances........................ 30,165
Securities:........................................
Held to maturity securities........................ 724
Available for sale securities...................... 54,770
Federal funds sold and securities purchased under
agreements to resell............................. 26,694
Loans and lease financing receivables:
Loans and leases, net of unearned income $132,814
Less: Allowance for loan and lease losses 2,254
Less: Allocated transfer risk reserve............ 0
--------
Loans and leases, net of unearned income,
allowance, and reserve........................... 130,560
Trading Assets..................................... 53,619
Premises and fixed assets (including capitalized
leases).......................................... 3,359
Other real estate owned............................ 29
Investments in unconsolidated subsidiaries and
associated companies............................. 186
Customers' liability to this bank on acceptances
outstanding...................................... 608
Intangible assets.................................. 3,659
Other assets....................................... 14,554
--------
TOTAL ASSETS....................................... $332,198
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LIABILITIES
<TABLE>
<CAPTION>
Deposits
<S> <C>
In domestic offices.................................................... $102,421
Noninterest-bearing ..................................... $41,580
Interest-bearing ........................................ 60,841
In foreign offices, Edge and Agreement
subsidiaries and IBF's................................................. 108,233
Noninterest-bearing ........................................ $ 6,061
Interest-bearing ......................................... 102,172
Federal funds purchased and securities sold under agree-
ments to repurchase...................................................... 47,425
Demand notes issued to the U.S. Treasury................................. 100
Trading liabilities...................................................... 33,626
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less.......................... 3,964
With a remaining maturity of more than one year
through three years............................................... 14
With a remaining maturity of more than three years................ 99
Bank's liability on acceptances executed and outstanding 608
Subordinated notes and debentures........................................ 5,430
Other liabilities........................................................ 11,886
TOTAL LIABILITIES........................................................ 313,806
</TABLE>
EQUITY CAPITAL
<TABLE>
<CAPTION>
<S> <C>
Perpetual preferred stock and related surplus 0
Common stock............................................................. 1,211
Surplus (exclude all surplus related to preferred stock)................ 11,066
Undivided profits and capital reserves................................... 7,376
Net unrealized holding gains (losses)
on available-for-sale securities ........................................ (1,277)
Accumulated net gains (losses) on cash flow hedges....................... 0
Cumulative foreign currency translation adjustments...................... 16
TOTAL EQUITY CAPITAL..................................................... 18,392
--------
TOTAL LIABILITIES AND EQUITY CAPITAL..................................... $332,198
========
</TABLE>
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
HENRY B. SCHACHT )
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