Exhibit 25.5 - Form T-1 JPM as Property Trustee

EX-25.5 15 exh255s3.htm FORM T-1 JP MORGAN PROP TRUSTEE SCE TRUST II Exhibit 25.5 - Form T-1 JPM as Property Trustee - SCE Trust II

EXHIBIT 25.5

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

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)

JPMORGAN CHASE BANK
(Exact name of trustee as specified in its charter)

New York 13-4994650
(Jurisdiction of incorporation (I.R.S. Employer
or organization if not a U.S. Identification No.)
national bank)

270 Park Avenue 10017
New York, New York (Zip Code)
(Address of principal executive offices)

William H. McDavid
General Counsel
JPMorgan Chase Bank
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)

SCE Trust II
(Exact name of obligor as specified in its charter)

Delaware 95-7104036
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

2244 Walnut Grove Avenue 91770
Rosemead, California (Zip Code)
(Address of principal executive offices)

Preferred Securities

(Title of Indenture Securities)

Page 1

General
Item 1. General Information.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervisory
authority to which it is subject.

State of New York Banking Department, State House, Albany, NY 12110.

Federal Deposit Insurance Corporation, Washington, D.C., 20429

Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York,
New York.

Board of Governors of the Federal Reserve System, Washington, D.C., 20551.

(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

Page 2

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 connection 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 No. 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.

Page 3

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, JPMorgan Chase Bank, a banking
corporation and trust company organized 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 10th day of October, 2003.

JPMORGAN CHASE BANK

By: /s/ James M. Foley
-------------------------
James M. Foley
Assistant Vice President

Page 4

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 June 30, 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 ..............................................................$ 22,657
Interest-bearing balances ...................................................... 10,600
Securities:
Held to maturity securities.......................................................... 268
Available for sale securities........................................................ 76,771
Federal funds sold and securities purchased under
agreements to resell ............................................................
Federal funds sold in domestic offices 3,844
Securities purchased under agreements to resell 86,290
Loans and lease financing receivables:
Loans and leases held for sale..................................... 31,108
Loans and leases, net of unearned income $166,046
Less: Allowance for loan and lease losses 3,735
Loans and leases, net of unearned income and
allowance ....................................................................... 162,311
Trading Assets ....................................................................... 186,546
Premises and fixed assets (including capitalized leases).............................. 6,142
Other real estate owned .............................................................. 133
Investments in unconsolidated subsidiaries and
associated companies............................................................. 696
Customers' liability to this bank on acceptances
outstanding .................................................................... 225
Intangible assets
Goodwill..................................................................... 2,201
Other Intangible assets...................................................... 3,058
Other assets ........................................................................ 68,983
TOTAL ASSETS ........................................................................ $661,833
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Page 2

LIABILITIES
Deposits
In domestic offices ............................................................ $189,571
Noninterest-bearing ..................................... $ 82,747
Interest-bearing ........................................ 106,824
In foreign offices, Edge and Agreement
subsidiaries and IBF's ........................................................ 125,990
Noninterest-bearing..................................... $ 6,025
Interest-bearing ....................................... 119,965

Federal funds purchased and securities sold under agreements
to repurchase:
Federal funds purchased in domestic offices.................................... 4,978
Securities sold under agreements to repurchase ................................ 114,181
Trading liabilities ................................................................ 129,299
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases)...................................... 10,186
Bank's liability on acceptances executed and outstanding............................ 225
Subordinated notes and debentures .................................................. 8,202
Other liabilities .................................................................. 41,452
TOTAL LIABILITIES .................................................................. 624,084
Minority Interest in consolidated subsidiaries...................................... 104

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................................................................... 18,426
Accumulated other comprehensive income.............................................. 1,130
Other equity capital components..................................................... 0
TOTAL EQUITY CAPITAL ............................................................... 37,645
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TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL $661,833
========
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.)
HANS W. BECHERER )
FRANK A. BENNACK, JR. )