Willis Towers Watson Public Limited (WTW) S-3ASR Automatic shelf registration

Exhibit 25.3

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMT-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)

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

A National Banking Association	94-1347393
(Jurisdiction of incorporation of organization if not a U.S. national bank)	(I.R.S. Employer Identification No.)
101 North Phillips Avenue Sioux Falls, South Dakota	57104
(Address of principal executive offices)	(Zip code)

Wells Fargo & Company

Law Department, Trust Section

MACN9305-175

Sixth Street and Marquette Avenue, 17^th Floor

Minneapolis, Minnesota 55479

(612)667-4608

(Name, address and telephone number of agent for service)

WILLIS NORTH AMERICA INC.

(Exact name of obligor as specified in its charter)

Delaware	13-5654526
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

c/o Willis Group Limited The Willis Building 51 Lime Street London EC3M 7DQ, England and Wales 011 44 203 124 6000	Willis Towers Watson Public Limited Company c/o Matthew S. Furman, Esq. General Counsel Brookfield Place 200 Liberty Street, 7th Floor New York, New York 10281 (212)915-8249
(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)	(Name, address, including zip code, and telephone number, including area code, of agent for service)

Debt Securities

and Guarantees of Debt Securities

(Title of indenture securities)

GUARANTORS

Exact Name of Obligor as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number	Address of Principal Executive Offices
Willis Towers Watson Public Limited Company	Ireland	98-0352587	c/o Willis Group Limited The Willis Building 51 Lime Street London EC3M 7DQ, England and Wales
Willis Towers Watson Sub Holdings Unlimited Company	Ireland	98-1261616	c/o Willis Group Limited The Willis Building 51 Lime Street London EC3M 7DQ, England and Wales
Willis Netherlands Holdings B.V.	Netherlands	98-0644532	c/o Willis Group Limited The Willis Building 51 Lime Street London EC3M 7DQ, England and Wales
Willis Investment UK Holdings Limited	England & Wales	98-0596489	c/o Willis Group Limited The Willis Building 51 Lime Street London EC3M 7DQ, England and Wales
TA I Limited	England & Wales	98-0351629	c/o Willis Group Limited The Willis Building 51 Lime Street London EC3M 7DQ, England and Wales
Willis Towers Watson UK Holdings Limited	England & Wales	98-1348145	c/o Willis Group Limited The Willis Building 51 Lime Street London EC3M 7DQ, England and Wales
Trinity Acquisition plc	England & Wales	98-0198190	c/o Willis Group Limited The Willis Building 51 Lime Street London EC3M 7DQ, England and Wales
Willis Group Limited	England & Wales	98-0199005	c/o Willis Group Limited The Willis Building 51 Lime Street London EC3M 7DQ, England and Wales

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

Treasury Department

Washington, D.C.

Federal Deposit Insurance Corporation

Washington, D.C.

Federal Reserve Bank of San Francisco

San Francisco, California 94120

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

The trustee is authorized to exercise corporate trust powers.

Item 2.Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items3-14 of this FormT-1 because the obligor is not in default as provided under Item 13.

Item 15.Foreign Trustee. Not applicable.

Item 16.List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.	A copy of the Articles of Association of the trustee as now in effect.*
Exhibit 2.	A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated January 14, 2015.*
Exhibit 3.	A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated January 6, 2014.*
Exhibit 4.	Copy ofBy-laws of the trustee as now in effect.*
Exhibit 5.	Not applicable.
Exhibit 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 applicable.
Exhibit 9.	Not applicable.

* Incorporated by reference to the exhibit of the same number to the trustee’s FormT-1 filed as exhibit to the Filing 305B2 dated March 13, 2015 of Navient Funding, LLC and Navient Credit Funding, LLC, file number333-190926.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Atlanta and State of Georgia on the 11 day of March, 2019.

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Stefan Victory

Stefan Victory

Vice President

EXHIBIT 6

March 11, 2019

Securities and Exchange Commission

Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Stefan Victory

Stefan Victory

Vice President

Exhibit 7

Consolidated Report of Condition of

Wells Fargo Bank National Association

of 101 North Phillips Avenue, Sioux Falls, SD 57104

And Foreign and Domestic Subsidiaries,

at the close of business December 31, 2018, filed in accordance with 12 U.S.C. §161 for National Banks.

		Dollar Amounts In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		$	22,427
Interest-bearing balances			149,483
Securities:
Held-to-maturity securities			144,679
Available-for-sale securities			255,037
Equity Securities with readily determinable fair value not held for trading			79
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices			114
Securities purchased under agreements to resell			41,906
Loans and lease financing receivables:
Loans and leases held for sale			7,833
Loans and leases, net of unearned income	923,885
LESS: Allowance for loan and lease losses	9,504
Loans and leases, net of unearned income and allowance			914,381
Trading Assets			40,722
Premises and fixed assets (including capitalized leases)			7,982
Other real estate owned			457
Investments in unconsolidated subsidiaries and associated companies			12,863
Direct and indirect investments in real estate ventures			229
Intangible assets			39,280
Other assets			51,879
Total assets		$	1,689,351
LIABILITIES
Deposits:
In domestic offices		$	1,282,404
Noninterest-bearing	399,731
Interest-bearing	882,673
In foreign offices, Edge and Agreement subsidiaries, and IBFs			59,567
Noninterest-bearing	1,084
Interest-bearing	58,483
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			6,516
Securities sold under agreements to repurchase			5,959

	Dollar Amounts In Millions
Trading liabilities		11,537
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)		115,522
Subordinated notes and debentures		11,751
Other liabilities		30,852
Total liabilities	$	1,524,108
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		519
Surplus (exclude all surplus related to preferred stock)		114,541
Retained earnings		53,527
Accumulated other comprehensive income		-3,686
Other equity capital components		0
Total bank equity capital		164,901
Noncontrolling (minority) interests in consolidated subsidiaries		342
Total equity capital		165,243
Total liabilities, and equity capital	$	1,689,351

I, John R. Shrewsberry, Sr. EVP & CFO 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.

John R. Shrewsberry

Sr. EVP & CFO

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 instructions issued by the appropriate Federal regulatory authority and is true and correct.

Directors

James Quigley

Theodore F. Craver, Jr.

Karen B. Peetz