EXHIBIT 25.2
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)
----------------------------
BANK ONE, NATIONAL ASSOCIATION
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
1 BANK ONE PLAZA, CHICAGO, ILLINOIS 60670-0801
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
BANK ONE, NATIONAL ASSOCIATION
1 BANK ONE PLAZA, SUITE IL1-0801
CHICAGO, ILLINOIS 60670
ATTN: JOHN R. PRENDIVILLE (312) 732-1830
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
-----------------------------
WHITE MOUNTAINS INSURANCE GROUP, LTD.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER
BERMUDA
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
94-2708455
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
80 SOUTH MAIN STREET
HANOVER, NEW HAMPSHIRE 03755-2053
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
FUND AMERICAN COMPANIES, INC.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
52-2272489
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
ONE BEACON STREET
BOSTON, MASSACHUSETTS 02108-3100
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
SUBORDINATED DEBT SECURITIES
(TITLE OF INDENTURE 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 Currency, Washington, D.C., Federal Deposit Insurance
Corporation, Washington, D.C., The Board of Governors of the Federal
Reserve System, Washington D.C.
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
The trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE
TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.
No such affiliation exists with the trustee.
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 the trustee now in
effect.*
2. A copy of the certificates of authority of the trustee to
commence business.*
3. A copy of the authorization of the trustee to exercise corporate
trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by Section 321(b) of the
Act.
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.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bank One, 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
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on its behalf by the undersigned, thereunto duly authorized, all in the City of
Chicago and the State of Illinois, on this 1st day of November, 2001.
BANK ONE, NATIONAL ASSOCIATION,
TRUSTEE
By /s/ John R. Prendiville
John R. Prendiville
First Vice President
* Exhibits 1, 2, 3, and 4 are herein incorporated by reference to Exhibits
bearing identical numbers in Item 16 of the Form T-1 of Bank One, National
Association, filed as Exhibit 25 to the Registration Statement on Form S-3 of
Household Finance Corporation filed with the Securities and Exchange Commission
on March 24, 2000 (Registration No. 333-33240).
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EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
November 1, 2001
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of an indenture among White Mountains
Insurance Group, Ltd., Fund American Companies, Inc. and Bank One, National
Association, the undersigned, in accordance with Section 321(b) of the Trust
Indenture Act of 1939, as amended, hereby consents that the reports of
examinations of the undersigned, made by Federal or State authorities authorized
to make such examinations, may be furnished by such authorities to the
Securities and Exchange Commission upon its request therefor.
Very truly yours,
BANK ONE, NATIONAL ASSOCIATION
By /s/ John R. Prendiville
John R. Prendiville
First Vice President
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EXHIBIT 7
Call Date: 03/31/01 ST-BK: 17-1630 FFIEC 031
Page RC-1
Legal Title of Bank: Bank One, NA
Address: 1 Bank One Plaza, Ste 0303
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 2001
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
<Table>
<Caption>
DOLLAR AMOUNTS IN THOUSANDS C400
----
RCFD BIL MIL THOU
ASSETS
1. Cash and balances due from depository institutions (from Schedule RCFD
RC-A): ----
a. Noninterest-bearing balances and currency and coin(1) .................. 0081 7,994,185 1.a
b. Interest-bearing balances(2)............................................ 0071 1,910,093 1.b
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A) .............. 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D)............ 1773 23,762,627 2.b
3. Federal funds sold and securities purchased under agreements to
resell 1350 16,702,281 3.
4. Loans and lease financing receivables (from Schedule RC-C):
A. LOANS AND LEASES HELD FOR SALE.......................................... 5369 344,709 4.a
B. LOANS AND LEASES, NET OF UNEARNED INCOME................................ B528 82,078,753 4.b
c. LESS: Allowance for loan and lease losses............................... 3128 1,928,789 4.c
d. LOANS AND LEASES, NET OF UNEARNED INCOME AND ALLOWANCE
(ITEM 4.B MINUS 4.C).................................................... B529 80,146,964 4.d
5. Trading assets (from Schedule RD-D)......... 3545 4,915,723 5.
6. Premises and fixed assets (including capitalized leases) .................. 2145 766,510 6.
7. Other real estate owned (from Schedule RC-M) .............................. 2150 10,983 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M)............................................. 2130 396,660 8.
9. Customers' liability to this bank on acceptances outstanding .............. 2155 224,739 9.
10. Intangible assets
A. GOODWILL ............................................................... 3163 455,924 10.a
B. OTHER INTANGIBLE ASSETS (FROM SCHEDULE RC-M)....................... ... 0426 4,069 10.b
11. Other assets (from Schedule RC-F).......................................... 2160 3,800,668 11.
12. Total assets (sum of items 1 through 11)................................... 2170 141,439,135 12.
</Table>
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(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
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Call Date: 03/31/01 ST-BK: 17-1630 FFIEC 031
Page RC-2
Legal Title of Bank: Bank One, NA
Address: 1 Bank One Plaza, Ste 0303
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
SCHEDULE RC-CONTINUED
<Table>
<Caption>
DOLLAR AMOUNTS IN
THOUSANDS
---------
LIABILITIES
13. Deposits: RCON
a. In domestic offices (sum of totals of columns A and C ----
from Schedule RC-E, part 1)............................................. 2200 54,375,506 13.a
(1) Noninterest-bearing(1).............................................. 6631 17,419,591 13.a1
(2) Interest-bearing.................................................... 6636 36,955,915 13.a2
RCFN
b. In foreign offices, Edge and Agreement subsidiaries, and ----
IBFs (from Schedule RC-E, part II)...................................... 2200 32,455,591 13.b
(1) Noninterest bearing.................................................. 6631 763,957 13.b1
(2) Interest-bearing..................................................... 6636 31,691,634 13.b2
14. Federal funds purchased and securities sold under agreements
to repurchase: RCFD 2800 6,144,086 14
15. Trading liabilities (from Schedule RC-D.................................... RCFD 3548 3,957,785 15
16. OTHER BORROWED MONEY (INCLUDES MORTGAGE INDEBTEDNESS AND
AND OBLIGATIONS UNDER CAPITALIZED LEASES)(FROM SCHEDULE RC-M............... RCFD 3190 22,957,605 16
17. Not applicable
18. Bank's liability on acceptance executed and outstanding ................... 2920 224,739 18.
19. Subordinated notes and debentures.......................................... 3200 3,861,811 19.
20. Other liabilities (from Schedule RC-G)..................................... 2930 8,947,634 20.
21. Total liabilities (sum of items 13 through 20)............................. 2948 132,924,757 21.
22. MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES............................. 3000 26 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus.............................. 3838 0 23.
24. Common stock............................................................... 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock) 3839 5,493,189 25.
26. a. Retained earnings ........................................... 3632 2,827,092 26.a
B. ACCUMULATED OTHER COMPREHENSIVE INCOME (3).................. ........... B530 (6,787) 26.b
27. OTHER EQUITY CAPITAL COMPONENTS (4) ................................... A130 0 27.
28. Total equity capital (sum of items 23 through 27) ......................... 3210 8,514,352 28.
29. Total liabilities, minority interest, and equity capital
(sum of items 21, 22, and 28).............................................. 3300 141,439,165 29.
</Table>
Memorandum
To be reported only with the March Report of Condition.
<Table>
1. Indicate in the box at the right the number of the STATEMENT
below that best describes the most comprehensive level of
auditing work performed for the bank by independent external Number
auditors as of any date during 1996............................. RCFD 6724 2 M.1
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified external auditors (may be
required by state chartering public accounting firm which submits a report
on the bank authority)
2 = Independent audit of the bank's parent holding company financial statements
by external conducted in accordance with generally accepted auditing
standards by a certified public accounting firm which financial statements
by external submits a report on the consolidated holding company (but not
on the bank separately)
3 = DIRECTORS' EXAMINATION OF THE BANK CONDUCTED IN ACCORDANCE WITH GENERALLY
ACCEPTED AUDITING STANDARDS BY A CERTIFIED PUBLIC ACCOUNTING FIRM (MAY BE
REQUIRED BY STATE CHARTERING AUTHORITY)
4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
</Table>
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(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Includes limited-life preferred stock and related surplus.
(3) Includes net unrealized holding gains (losses) on available-for-sale
securities, accumulated net gains (losses) on cash flow hedges, cumulative
foreign currency translation adjustments, and minimum pension liability
adjustments.
(4) Includes treasury stock and unearned Employee Stock Ownership Plan shares.