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)
 
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
     
(State of incorporation
if not a national bank)
  13-4994650
(I.R.S. employer
identification No.)
 
1111 Polaris Parkway
Columbus, Ohio

(Address of principal executive offices)
  43271
(Zip Code)
Pauline E. Higgins
Vice President and Assistant General Counsel
JPMorgan Chase Bank, National Association
707 Travis Street, 4th Floor North
Houston, Texas 77002
Tel: (713) 216-1436
(Name, address and telephone number of agent for service)
 
HUNTINGTON BANCSHARES, INC.
(Exact name of obligor as specified in its charter)
     
Maryland
(State or other jurisdiction of
incorporation or organization)
  31-0724920
(I.R.S. employer
identification No.)
     
Huntington Center
41 South High Street
Columbus, Ohio

(Address of principal executive offices)
 

43287
(Zip Code)
 
Subordinated Debt Securities
(Title of the indenture securities)
 
 
 

 


 

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.
          Comptroller of the Currency, Washington, D.C.
          Board of Governors of the Federal Reserve System, Washington, D.C., 20551
          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 and Guarantors.
     If the obligor or any guarantor 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 JPMorgan Chase Bank, N.A. (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).
     2. A copy of the Certificate of Authority of the Comptroller of the Currency for the trustee to commence business. (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).
     3. None, the authority of the trustee to exercise corporate trust powers being contained in the documents described in 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. 333-106575 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. 333-106575 which is incorporated by reference).
     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, JPMorgan Chase Bank, N.A., 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 22nd day of December, 2005.
             
    JPMORGAN CHASE BANK, N.A.    
 
           
 
  By   /s/ James D. Heaney
 
   
 
      James D. Heaney    
 
      Vice President    

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Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
JPMorgan Chase Bank, N.A.
of 1111 Polaris Parkway, Columbus, Ohio 43240
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business September 30, 2005, 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  
    in Millions  
ASSETS
       
Cash and balances due from depository institutions:
       
Noninterest-bearing balances and currency and coin
  $ 28,433  
Interest-bearing balances
    17,638  
Securities:
       
Held to maturity securities
    84  
Available for sale securities
    55,133  
Federal funds sold and securities purchased under agreements to resell
       
Federal funds sold in domestic offices
    24,468  
Securities purchased under agreements to resell
    167,210  
Loans and lease financing receivables:
       
Loans and leases held for sale
    30,960  
Loans and leases, net of unearned income
  $ 360,848  
Less: Allowance for loan and lease losses
    4,895  
Loans and leases, net of unearned income and allowance
    355,953  
Trading Assets
    229,642  
Premises and fixed assets (including capitalized leases)
    8,279  
Other real estate owned
    141  
Investments in unconsolidated subsidiaries and associated companies
    794  
Customers’ liability to this bank on acceptances outstanding
    738  
Intangible assets
       
Goodwill
    23,365  
Other Intangible assets
    10,275  
Other assets
    55,313  
TOTAL ASSETS
  $ 1,008,426  
 
     


 

         
    Dollar Amounts  
    in Millions  
LIABILITIES
       
Deposits
       
In domestic offices
  $ 389,235  
Noninterest-bearing
  $ 138,883  
Interest-bearing
    250,352  
In foreign offices, Edge and Agreement
       
subsidiaries and IBF’s
    140,161  
Noninterest-bearing
  $ 6,800  
Interest-bearing
    133,361  
Federal funds purchased and securities sold under agreements to repurchase:
       
Federal funds purchased in domestic offices
    8,435  
Securities sold under agreements to repurchase
    109,608  
Trading liabilities
    131,588  
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)
    82,712  
Bank’s liability on acceptances executed and outstanding
    738  
Subordinated notes and debentures
    17,662  
Other liabilities
    40,948  
TOTAL LIABILITIES
    921,087  
Minority Interest in consolidated subsidiaries
    2,249  
EQUITY CAPITAL
       
Perpetual preferred stock and related surplus
    0  
Common stock
    1,785  
Surplus (exclude all surplus related to preferred stock)
    59,467  
Retained earnings
    24,523  
Accumulated other comprehensive income
    (685 )
Other equity capital components
    0  
 
     
TOTAL EQUITY CAPITAL
    85,090  
 
     
 
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL
  $ 1,008,426  
 
     
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.   )      
 
  JAMES DIMON   )     DIRECTORS
 
  MICHAEL J. CAVANAGH   )