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FORM T-1
 
 
   
 J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
 95-4655078(State of incorporation
    
    (I.R.S. employerif not a national bank)
    
    identification No.)1999 Avenue of the Stars26th FloorLos Angeles, California
    
    90067(Address of principal executive offices)
    
    (Zip Code)
 
 
 BAXTER FINCO B.V.
 BAXTER INTERNATIONAL, INC.
  The Netherlands
    
    N/ADelaware
    
    36-0781620(State or other jurisdiction of
    
    (I.R.S. employerincorporation or organization)
    
    identification No.)Kobaltweg 493542 CE Utrecht, The NetherlandsOne Baxter ParkwayDeerfield, IL
    
    60015(Address of principal executive offices)
    
    (Zip Code)
 Debt Securities




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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.Comptroller of the Currency, Washington, D.C.
Board of Governors of the Federal Reserve System, Washington, D.C.(b)
    
    Whether it is authorized to exercise corporate trust powers.Yes.
 Item 2. Affiliations with Obligor.
   No responses are included for Items 3-15 of this Form T-1 because the Obligor is not in default as
provided under Item 13.
 Item 16. List of Exhibits.
  Exhibit 1.
    
    Articles of Association of the Trustee as Now in Effect (see Exhibit 1 to Form T-1 filed in
connection with Form 8K of the Southern California Water Company filing, dated December 7, 2001,
which is incorporated by reference).Exhibit 2.
    
    Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in
connection with Registration Statement No. 333-41329, which is incorporated by reference).Exhibit 3.
    
    Authorization of the Trustee to Exercise Corporate Trust Powers (contained in Exhibit 2).Exhibit 4.
    
    Existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Form 8K of
the Southern California Water Company filing, dated December 7, 2001, which is incorporated by reference).Exhibit 5.
    
    Not ApplicableExhibit 6.
    
    The consent of the Trustee required by Section 321 (b) of the Act.Exhibit 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.Exhibit 8.
    
    Not ApplicableExhibit 9.
    
    Not Applicable
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J. P. Morgan Trust Company, National AssociationBy:
    
    /s/ George N. Reaves

  George N. ReavesAuthorized Officer
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EXHIBIT 6
 
  
   Very truly yours,J.P. Morgan Trust Company, National 
AssociationBy:
    /s/ George N. ReavesGeorge N. Reaves
Vice President 4




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Exhibit 7.
  31-Dec-05
 ($000)AssetsCash and Due From Banks
    
    
    25,733Securities
    
    
    215,596Loans and Leases
    
    
    135,923Premises and Fixed Assets
    
    
    6,802Intangible Assets
    
    
    349,515Goodwill
    
    
    202,094Other Assets
    
    
    47,157Total Assets
    
    
    982,820LiabilitiesDeposits
    
    
    96,108Other Liabilities
    
    
    54,523Total Liabilities
    
    
    150,631Equity CapitalCommon Stock
    
    
    600Surplus
    
    
    701,587Retained Earnings
    
    
    130,002Total Equity Capital
    
    
    832,189Total Liabilities and Equity Capital
    
    
    982,820
 5