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) ________ ________________________________________________ CHEMICAL BANK (Exact name of trustee as specified in its charter) New York 13-4994650 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 270 Park Avenue New York, New York 10017 (Address of principal executive offices) (Zip Code) William H. McDavid General Counsel 270 Park Avenue New York, New York 10017 Tel: (212) 270-2611 (Name, address and telephone number of agent for service) _____________________________________________ USF&G CORPORATION (Exact name of obligor as specified in its charter) Maryland 52-1220567 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No. 100 Light Street Baltimore, Maryland 21202 (Address of principal executive offices) (Zip Code) ____________________________________________ Subordinated Debt Securities (Title of the indenture securities) ____________________________________________ -1- 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. New York State Banking Department, State House, Albany, New York 12110. Board of Governors of the Federal Reserve System, Washington, D.C., 20551 and Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y. 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. If the obligor is an affiliate of the trustee, describe each such affiliation. None. - 2 - 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 the Trustee as now in effect, including the Organization Certificate and the Certificates of Amendment dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982, February 28, 1985 and December 2, 1991 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 33-50010, 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). 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. 33-46892, which is incorporated by reference). 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). 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. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, Chemical Bank, a corporation organized and existing 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 11th day of January, 1994. CHEMICAL BANK By John Generale Vice President - 3 - Exhibit 7 to Form T-1 Bank Call Notice RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF Chemical 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 September 30, 1993, published 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 ................................. $ 5,291 Interest-bearing balances ......................... 4,658 Securities ............................................ 20,620 Federal Funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's: Federal funds sold ................................ 1,706 Securities purchased under agreements to resell ... 434 Loans and lease financing receivables: Loans and leases, net of unearned income $63,249 Less: Allowance for loan and lease losses 2,197 Less: Allocated transfer risk reserve ... 181 Loans and leases, net of unearned income, allowance, and reserve ............................ 60,871 Assets held in trading accounts ....................... 6,747 Premises and fixed assets (including capitalized leases)............................................ 1,132 Other real estate owned ............................... 786 Investments in unconsolidated subsidiaries and associated companies............................... 116 Customer's liability to this bank on acceptance outstanding ....................................... 1,231 Intangible assets ..................................... 504 Other assets .......................................... 6,894 TOTAL ASSETS .......................................... $110,990 ========= -4- LIABILITIES Deposits In domestic offices ................................ $50,535 Noninterest-bearing .........................$17,241 Interest-bearing ............................ 33,294 In foreign offices, Edge and Agreement subsidiaries, and IBF's .......................................... 23,545 Noninterest-bearing .........................$ 136 Interest-bearing ............................ 23,409 Federal funds purchased and securities sold under agree- ments to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's Federal funds purchased ............................ 9,006 Securities sold under agreements to repurchase ..... 685 Demand notes issued to the U.S. Treasury .............. 1,502 Other Borrowed money .................................. 8,152 Mortgage indebtedness and obligations under capitalized leases ............................................. 18 Bank's liability on acceptances executed and outstanding 1,249 Subordinated notes and debentures ..................... 3,350 Other liabilities ..................................... 5,267 TOTAL LIABILITIES ..................................... 103,309 EQUITY CAPITAL Common stock .......................................... 620 Surplus ............................................... 4,501 Undivided profits and capital reserves ................ 2,565 Cumulative foreign currency translation adjustments ... (5) TOTAL EQUITY CAPITAL .................................. 7,681 TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK AND EQUITY CAPITAL .......................... $110,990 ========== I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief. JOSEPH L. SCLAFANI We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in confor- mance with the instructions and is true and correct. JOHN F. McGILLICUDDY ) WALTER V. SHIPLEY )DIRECTORS EDWARD D. MILLER ) -5-