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EXHIBIT 25.1
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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)
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THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER IDENTIFICATION NUMBER)
ONE FIRST NATIONAL PLAZA, CHICAGO, ILLINOIS 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
THE FIRST NATIONAL BANK OF CHICAGO
ONE FIRST NATIONAL PLAZA, SUITE 0286
CHICAGO, ILLINOIS 60670-0286
ATTN: LYNN A. GOLDSTEIN, LAW DEPARTMENT (312) 732-6919
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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TRENWICK GROUP INC.
(EXACT NAME OF OBLIGORS AS SPECIFIED IN THEIR TRUST AGREEMENTS)
DELAWARE 06-1152790
(STATE OR OTHER JURISDICTION OF INCORPORATION (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
OR ORGANIZATION)
METRO CENTER
ONE STATION PLACE
STAMFORD, CONNECTICUT 06902
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
6.70% SENIOR NOTES DUE APRIL 1, 2003
(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, The First National Bank of Chicago, 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 Chicago
and State of Illinois, on the 30th day of July, 1998.
THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE
BY /S/ STEVEN M. WAGNER
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STEVEN M. WAGNER
FIRST VICE PRESIDENT
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* EXHIBIT 1, 2, 3 AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS BEARING
IDENTICAL NUMBERS IN ITEM 16 OF THE FORM T-1 OF THE FIRST NATIONAL BANK OF
CHICAGO, FILED AS EXHIBIT 25 TO THE REGISTRATION STATEMENT ON FORM S-3 OF U S
WEST CAPITAL FUNDING, INC., FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON MAY 6, 1998 (REGISTRATION NO. 333-51907-01).
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EXHIBIT 6 TO FORM T-1
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
July 30, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of an indenture of Trenwick Group Inc.
to The First National Bank of Chicago, as Trustee, 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,
THE FIRST NATIONAL BANK OF CHICAGO
BY: /S/ STEVEN M. WAGNER
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STEVEN M. WAGNER
FIRST VICE PRESIDENT
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EXHIBIT 7 TO FORM T-1
Legal Title of Bank: The First National Bank of Chicago Call Date: 03/31/98 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460 Page RC-1
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, 1998
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
DOLLAR AMOUNTS IN
THOUSANDS C400
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ASSETS
1. Cash and balances due from depository institutions RCFD
(from Schedule RC-A):
0081 4,141,168 1.a
a. Noninterest-bearing balances and currency and
coin(1).........................................
0071 5,142,787 1.b
b. Interest-bearing balances(2)....................
2. Securities
1754 0 2.a
a. Held-to-maturity securities(from Schedule RC-B,
column A).......................................
1773 7,819,811 2.b
b. Available-for-sale securities (from Schedule
RC-B, column D)....................................
3. Federal funds sold and securities purchased under 1350 5,619,157 3.
agreements to resell...............................
4. Loans and lease financing receivables: RCFD
2122 26,140,376 4.a
a. Loans and leases, net of unearned income (from
Schedule RC-C)..................................
3123 417,371 4.b
b. LESS: Allowance for loan and lease losses.......
3128.. 0 4.c
c. LESS: Allocated transfer risk reserve...........
RCFD
d. Loans and leases, net of unearned income,
allowance,
2125 25,723,005 4.d
and RCFD reserve (item 4.a minus 4.b and 4.c.......
5. Trading assets (from Schedule RD-D)................ 3545 5,795,159 5.
6. Premises and fixed assets (including capitalized 2145 757,033 6.
leases)............................................
7. Other real estate owned (from Schedule RC-M)....... 2150 6,547 7.
8. Investments in unconsolidated subsidiaries and 2130 135,327 8.
associated companies (from Schedule RC-M)..........
9. Customers' liability to this bank on acceptances 2155 512,763 9.
outstanding........................................
10. Intangible assets (from Schedule RC-M)............. 2143 261,456 10.
11. Other assets (from Schedule RC-F).................. 2160 2,223,495 11.
12. Total assets (sum of items 1 through 11)........... 2170 58,137,708 12.
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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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Legal Title of Bank: The First National Bank of Chicago Call Date: 03/31/98
ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460
Page RC-2
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
SCHEDULE RC-CONTINUED
DOLLAR AMOUNTS IN
THOUSANDS
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LIABILITIES
13. Deposits:
RCON
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1).............................. 2200 21,551,932 13.a
(1) Noninterest-bearing(1).................................. 6631 9,361,049 13.a1
(2) Interest-bearing........................................ 6636 12,190,883 13.a2
RCFN
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II)....................... 2200 14,511,110 13.b
(1) Noninterest bearing..................................... 6631 604,859 13.b1
(2) Interest-bearing........................................ 6636 13,906,251 13.b2
14. Federal funds purchased and securities sold under agreements
to repurchase:.............................................. RCFD 2800 3.887,022 14
15. a. Demand notes issued to the U.S. Treasury................. RCON 2840 63,092 15.a
b. Trading Liabilities(from Sechedule RC-D)................. RCFD 3548 5,918,194 15.b
RCFD
16. Other borrowed money:
a. With original maturity of one year or less............... 2332 3,134,696 16.a
b. With original maturity of more than one year............. A547 381,681 16.b
c. With original maturity of more than three years.......... A548 326,551 16.c
17. Not applicable
18. Bank's liability on acceptance executed and outstanding..... 2920 512,763 18.
19. Subordinated notes and debentures........................... 3200 2,000,000 19.
20. Other liabilities (from Schedule RC-G)...................... 2930 1,163,747 20.
21. Total liabilities (sum of items 13 through 20).............. 2948 53,450,788 21.
22. Not applicable
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 3,107,585 25.
26. a. Undivided profits and capital reserves................... 3632 1,359,598 26.a
b. Net unrealized holding gains (losses) on
available-for-sale securities............................ 8434 18,975 26.b
27. Cumulative foreign currency translation adjustments......... 3284 (96) 27.
28. Total equity capital (sum of items 23 through 27)........... 3210 4,686,920 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28)....................... 3300 58,137,708 29.
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement Number
below that best describes the most comprehensive level of M.1.
auditing work performed for the bank by independent external
auditors as of any date during 1996......................... RCFD 6724 2
1 = Independent audit of the bank conducted in
accordance with generally accepted auditing
standards by a certified public accounting firm
which submits a report on the bank
2 = Independent audit of the bank's parent holding
company conducted in accordance with generally
accepted auditing standards by a certified public
accounting firm which 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
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(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.