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Exhibit 25.4
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 60670-0120
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
BANK ONE, N.A.
1 BANK ONE PLAZA, SUITE IL1-0120, THE LAW DEPARTMENT
CHICAGO, ILLINOIS 60670-0120
ATTN: SANDRA L. CARUBA, SENIOR COUNSEL, (312) 336-9436
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
FUND AMERICAN TRUST I
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
DELAWARE 04-6954892
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
ONE BEACON STREET
BOSTON, MASSACHUSETTS 02108-3100
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
PREFERRED 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.
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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 on its
behalf by the undersigned, thereunto duly authorized, all in the City of Chicago
and the State of Illinois, on this 20th day of June, 2003.
BANK ONE, NATIONAL ASSOCIATION,
TRUSTEE
By /s/ Sandra L. Caruba
-----------------------------------
Sandra L. Caruba
Senior Counsel
* 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, N.A., 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
June 20, 2003
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
In connection with the qualification of an indenture between Fund
American Trust I 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/ Sandra L. Caruba
------------------------------------
Sandra L. Caruba
Senior Counsel
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EXHIBIT 7
BANK ONE, NA FFIEC 031
- ---------------------------------------------- RC-1
Legal Title of Bank
CHICAGO 12
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City
IL 60670
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State Zip Code
Transmitted to EDS as 0238103 on 05/12/2003 at 05:12:15 CST
FDIC Certificate Number - 03618
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED
SAVINGS BANKS FOR MARCH 31, 2003
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
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<Caption>
Dollar Amounts in Thousands RCFD Bil | Mil | Thou
- ----------------------------------------------------------------------------------------------------------------------------
ASSETS
1. Cash and balances due from depository institutions (from
Schedule RC-A):
a. Noninterest-bearing balances and currency and coin (1) 0081 14,545,000 1.a
b. Interest-bearing balances (2) 0071 8,464,000 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 55,033,000 2.b
3. Federal funds sold and securities purchased under agreements to
resell: RCON
a. Federal funds sold in domestic offices B987 9,992,000 3.a
RCFD
b. Securities purchased under agreements to resell (3) B989 8,761,000 3.b
4. Loans and lease financing receivables (from Schedule RC-C):
a. Loans and leases held for sale 5369 4,574,000 4.a
b. Loans and leases, net of unearned income B528 111,653,000 4.b
c. LESS: Allowance for loan and lease losses 3123 3,503,000 4.c
d. Loans and leases, net of unearned income and allowance
(item 4.b minus 4.c) B529 108,150,000 4.d
5. Trading assets (from Schedule RC-D) 3545 5,537,000 5
6. Premises and fixed assets (including capitalized leases) 2145 1,250,000 6
7. Other real estate owned (from Schedule RC-M) 2150 70,000 7
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M) 2130 425,000 8
9. Customers' liability to this bank on acceptances outstanding 2155 237,000 9
10. Intangible assets:
a. Goodwill 3163 610,000 10.a
b. Other intangible assets (from Schedule RC-M) 0426 62,000 10.b
11. Other assets (from Schedule RC-F) 2160 8,621,000 11
12. Total assets (sum of items 1 through 11) 2170 226,331,000 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.
(3) Includes all securities resale agreements in domestic and foreign offices,
regardless of maturity.
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BANK ONE, NA FFIEC 031
- ----------------------------------------------------------- RC-2
Legal Title of Bank
Transmitted to EDS as 0238103 on 05/12/2003 at 05:12:15 CST
FDIC Certificate Number - 03618 13
SCHEDULE RC--CONTINUED
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<Caption>
Dollar Amounts in Thousands Bil | Mil | Thou
- ----------------------------------------------------------------------------------------------------------------------------
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from RCON
Schedule RC-E, part I) 2200 123,300,000 13.a
(1) Noninterest-bearing (1) 6631 43,942,000 13.a.1
(2) Interest-bearing 6636 79,358,000 13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs RCFN
(from Schedule RC-E, part II) 2200 21,326,000 13.b
(1) Noninterest-bearing 6631 286,000 13.b.1
(2) Interest-bearing 6636 21,040,000 13.b.2
14. Federal funds purchased and securities sold under agreements to
repurchase: RCON
a. Federal funds purchased in domestic offices (2) B993 8,311,000 14.a
RCFD
b. Securities sold under agreements to repurchase (3) B995 3,764,000 14.b
15. Trading liabilities (from Schedule RC-D) 3548 4,843,000 15
16. Other borrowed money (includes mortgage indebtedness and
obligations under capitalized leases) (from Schedule RC-M) 3190 28,739,000 16
17. Not applicable
18. Bank's liability on acceptances executed and outstanding 2920 237,000 18
19. Subordinated notes and debentures(4) 3200 5,036,000 19
20. Other liabilities (from Schedule RC-G) 2930 13,105,000 20
21. Total liabilities (sum of items 13 through 20) 2948 208,661,000 21
22. Minority interest in consolidated subsidiaries 3000 109,000 22
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus 3838 0 23
24. Common stock 3230 201,000 24
25. Surplus (exclude all surplus related to preferred stock) 3839 9,177,000 25
26. a. Retained earnings 3632 8,120,000 26.a
b. Accumulated other comprehensive income (5) B530 63,000 26.b
27. Other equity capital components (6) A130 0 27
28. Total equity capital (sum of items 23 through 27) 3210 17,561,000 28
29. Total liabilities, minority interest, and equity capital (sum of
items 21, 22, and 28) 3300 226,331,000 29
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Memorandum
TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION.
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RCFD NUMBER
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 auditors as of any date during 2002 6724 2 M.1
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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 = Attestation on bank management's assertion on the effectiveness of the
bank's internal control over financial reporting by a certified public
accounting firm
4 = 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)
5 = Directors' examination of the bank performed by other external auditors (may
be required by state chartering authority)
6 = Review of the bank's financial statements by external auditors
7 = Compilation of the bank's financial statements by external auditors
8 = Other audit procedures (excluding tax preparation work)
9 = No external audit work
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(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Report overnight Federal Home Loan Bank advances in Schedule RC. Item 16,
"other borrowed money."
(3) Includes all securities repurchase agreements in domestic and foreign
offices, regardless of maturity.
(4) Includes limited-life preferred stock and related surplus.
(5) 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.
(6) Includes treasury stock and unearned Employee Stock Ownership Plan shares.