Exhibit 25.3
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)
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| 13-4994650 |
(State of incorporation |
| (I.R.S. employer |
if not a national bank) |
| identification No.) |
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1111 Polaris Parkway |
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Columbus, Ohio |
| 43271 |
(Address of principal executive offices) |
| (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)
St. Paul Travelers Capital Trust II
(Exact name of obligor as specified in its charter)
Minnesota | 41-6495364 | ||
(State or other jurisdiction of |
| (I.R.S. employer | |
incorporation or organization) |
| identification No.) | |
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385 Washington Street |
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St. Paul, Minnesota |
| 55102 | |
(Address of principal executive offices) |
| (Zip Code) | |
Preferred 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.
2
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 6th day of December, 2005.
| JPMORGAN CHASE BANK, N.A. | |||
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| By | /s/ | James D. Heaney |
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| James D. Heaney |
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| 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 43271
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 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.
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| Dollar Amounts |
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| in Millions |
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ASSETS |
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Cash and balances due from depository institutions: |
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Noninterest-bearing balances and currency and coin |
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| $ | 33,595 |
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Interest-bearing balances |
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| 9,074 |
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Securities: |
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Held to maturity securities |
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| 92 |
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Available for sale securities |
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| 46,530 |
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Federal funds sold and securities purchased under agreements to resell |
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Federal funds sold in domestic offices |
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| 27,359 |
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Securities purchased under agreements to resell |
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| 162,222 |
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Loans and lease financing receivables: |
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Loans and leases held for sale |
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| 28,317 |
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Loans and leases, net of unearned income |
| $ | 348,961 |
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Less: Allowance for loan and lease losses |
| 4,676 |
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Loans and leases, net of unearned income and allowance |
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| 344,285 |
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Trading Assets |
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| 231,417 |
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Premises and fixed assets (including capitalized leases) |
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| 8,360 |
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Other real estate owned |
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| 142 |
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Investments in unconsolidated subsidiaries and associated companies |
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| 818 |
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Customers’ liability to this bank on acceptances outstanding |
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| 549 |
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Intangible assets |
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Goodwill |
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| 23,432 |
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Other Intangible assets |
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| 9,440 |
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Other assets |
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| 47,481 |
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TOTAL ASSETS |
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| $ | 973,113 |
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LIABILITIES |
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Deposits |
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In domestic offices |
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| $ | 383,950 |
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Noninterest-bearing |
| $ | 141,374 |
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Interest-bearing |
| 242,576 |
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In foreign offices, Edge and Agreement subsidiaries and IBF’s |
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| 145,247 |
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Noninterest-bearing |
| $ | 7,348 |
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Interest-bearing |
| 137,899 |
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Federal funds purchased and securities sold under agreements to repurchase: |
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Federal funds purchased in domestic offices |
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| 8,743 |
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Securities sold under agreements to repurchase |
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| 93,698 |
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Trading liabilities |
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| 117,933 |
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Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) |
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| 79,495 |
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Bank’s liability on acceptances executed and outstanding |
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| 549 |
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Subordinated notes and debentures |
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| 17,982 |
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Other liabilities |
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| 40,922 |
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TOTAL LIABILITIES |
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| 888,519 |
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Minority Interest in consolidated subsidiaries |
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| 1,426 |
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EQUITY CAPITAL |
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Perpetual preferred stock and related surplus |
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| 0 |
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Common stock |
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| 1,785 |
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Surplus (exclude all surplus related to preferred stock) |
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| 58,838 |
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Retained earnings |
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| 22,718 |
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Accumulated other comprehensive income |
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| (173 | ) | ||
Other equity capital components |
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| 0 |
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TOTAL EQUITY CAPITAL |
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| 83,168 |
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TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL |
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| $ | 973,113 |
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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 instructions issued by the appropriate Federal regulatory authority and is true and correct.
| WILLIAM B. HARRISON, JR. | ) |
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| JAMES DIMON | ) | DIRECTORS |
| MICHAEL J. CAVANAGH | ) |
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