Exhibit 25.4
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
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CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)
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JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
1111 POLARIS PARKWAY
COLUMBUS, OHIO 43271
(Address of principal executive offices) (Zip Code)
Thomas F. Godfrey
Vice President and Assistant General Counsel
JPMorgan Chase Bank, National Association
1 Chase Manhattan Plaza, 25th Floor
New York, NY 10081
Tel: (212) 552-2192
(Name, address and telephone number of agent for service)
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PLATINUM UNDERWRITERS FINANCE, INC.
(Exact name of obligor as specified in its charter)
DELAWARE 81-0566888
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
2 WORLD FINANCIAL CENTER
225 LIBERTY STREET, SUITE 2300
NEW YORK, NEW YORK 10281 10281
(Address of principal executive offices) (Zip Code)
PLATINUM UNDERWRITERS HOLDINGS, LTD.
(Exact name of obligor as specified in its charter)
BERMUDA 98-0416483
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
THE BELVEDERE BUILDING
69 PITTS BAY ROAD
PEMBROKE, HM 08
BERMUDA N/A
(Address of principal executive offices) (Zip Code)
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SUBORDINATED GUARANTEED DEBT SECURITIES
GUARANTEES OF SUBORDINATED GUARANTEED DEBT SECURITIES
BY PLATINUM UNDERWRITERS HOLDINGS, LTD.
(Title of the indenture securities)
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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.
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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 3rd day of
November, 2005.
JPMORGAN CHASE BANK, N.A.
By /s/ James D. Heaney
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James D. Heaney
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.
DOLLAR AMOUNTS
ASSETS IN MILLIONS
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin $ 33,595
Interest-bearing balances 9,074
Securities:
Held to maturity securities 92
Available for sale securities 46,530
Federal funds sold and securities purchased under
agreements to resell
Federal funds sold in domestic offices 27,359
Securities purchased under agreements to resell 162,222
Loans and lease financing receivables:
Loans and leases held for sale 28,317
Loans and leases, net of unearned income $348,961
Less: Allowance for loan and lease losses 4,676
Loans and leases, net of unearned income and
allowance 344,285
Trading Assets 231,417
Premises and fixed assets (including capitalized leases) 8,360
Other real estate owned 142
Investments in unconsolidated subsidiaries and
associated companies 818
Customers' liability to this bank on acceptances
outstanding 549
Intangible assets
Goodwill 23,432
Other Intangible assets 9,440
Other assets 47,481
TOTAL ASSETS $973,113
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LIABILITIES
Deposits
In domestic offices $ 383,950
Noninterest-bearing $ 141,374
Interest-bearing 242,576
In foreign offices, Edge and Agreement
subsidiaries and IBF's 145,247
Noninterest-bearing $ 7,348
Interest-bearing 137,899
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices 8,743
Securities sold under agreements to repurchase 93,698
Trading liabilities 117,933
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases) 79,495
Bank's liability on acceptances executed and outstanding 549
Subordinated notes and debentures 17,982
Other liabilities 40,922
TOTAL LIABILITIES 888,519
Minority Interest in consolidated subsidiaries 1,426
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock 1,785
Surplus (exclude all surplus related to preferred stock) 58,838
Retained earnings 22,718
Accumulated other comprehensive income (173)
Other equity capital components 0
TOTAL EQUITY CAPITAL 83,168
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TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL $ 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 in- structions
issued by the appropriate Federal regulatory AUTHORITY AND IS TRUE AND CORRECT.
WILLIAM B. HARRISON, JR. )
JAMES DIMON ) DIRECTORS
MICHAEL J. CAVANAGH )