EX-25.5 16 a2107776zex-25_5.htm EXHIBIT 25.5
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EXHIBIT 25.5

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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) o

THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)

New York
(State of incorporation
if not a U.S. national bank)		   13-5160382
(I.R.S. employer
identification no.)

One Wall Street, New York, N.Y.
(Address of principal executive offices)
 
10286
(Zip code)

TRINITY ACQUISITION LIMITED
(Exact name of obligor as specified in its charter)

England & Wales
(State or other jurisdiction of
incorporation or organization)		   98-0198190
(I.R.S. employer
identification no.)

WILLIS GROUP HOLDINGS LIMITED
(Exact name of obligor as specified in its charter)

Bermuda
(State or other jurisdiction of
incorporation or organization)		   13-5160382
(I.R.S. employer
identification no.)

TA I LIMITED
(Exact name of obligor as specified in its charter)

England & Wales
(State or other jurisdiction of
incorporation or organization)		   98-0351629
(I.R.S. employer
identification no.)

TA II LIMITED
(Exact name of obligor as specified in its charter)

England & Wales
(State or other jurisdiction of
incorporation or organization)		   Applied For
(I.R.S. employer
identification no.)

TA III LIMITED
(Exact name of obligor as specified in its charter)

England & Wales
(State or other jurisdiction of
incorporation or organization)		   Applied For
(I.R.S. employer
identification no.)

Ten Trinity Square
London EC3P 3AX, England
(Address of principal executive offices)
 


(Zip code)

Senior Subordinated Debt Securities
(Title of the indenture securities)

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.

Name
   Address
Superintendent of Banks of the State of New York   2 Rector Street, New York, N.Y. 10006,
and Albany, N.Y. 12203

Federal Reserve Bank of New York
 
33 Liberty Plaza, New York, N.Y. 10045

Federal Deposit Insurance Corporation
 
Washington, D.C. 20429

New York Clearing House Association
 
New York, New York 10005
    (b)
    Whether it is authorized to exercise corporate trust powers.

    Yes.

2.    Affiliations with Obligor.

    If the obligor is an affiliate of the trustee, describe each such affiliation.

    None.

16.  List of Exhibits.

    Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

    1.
    A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)

    4.
    A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.)

    6.
    The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)

    7.
    A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

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SIGNATURE

        Pursuant to the requirements of the Act, the Trustee, The Bank of New York, 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 7th day of April, 2003.

    THE BANK OF NEW YORK

 
 
By:
/s/  MARY LAGUMINA      
      Name: MARY LAGUMINA
      Title: VICE PRESIDENT

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EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business December 31, 2002, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

ASSETS
  Dollar Amounts
In Thousands
  
Cash and balances due from depository institutions:        
  Noninterest-bearing balances and currency and coin   $ 4,706,760  
  Interest-bearing balances     4,418,381  
Securities:        
  Held-to-maturity securities     954,049  
  Available-for-sale securities     16,118,007  
Federal funds sold in domestic offices     460,981  
Securities purchased under agreements to resell     837,242  
Loans and lease financing receivables:        
  Loans and leases held for sale     765,097  
  Loans and leases, net of unearned income     31,906,960  
  LESS: Allowance for loan and lease losses     798,223  
  Loans and leases, net of unearned income and allowance     31,108,737  
Trading Assets     6,969,387  
Premises and fixed assets (including capitalized leases)     823,932  
Other real estate owned     660  
Investments in unconsolidated subsidiaries and associated companies     238,412  
Customers' liability to this bank on acceptances outstanding     307,039  
Intangible assets        
  Goodwill     2,003,150  
  Other intangible assets     74,880  
Other assets     5,161,558  
   
 
Total assets   $ 74,948,272  
   
 

LIABILITIES
 
 
 
 
Deposits:        
  In domestic offices   $ 33,108,526  
  Noninterest-bearing     13,141,240  
  Interest-bearing     19,967,286  
  In foreign offices, Edge and Agreement subsidiaries, and IBFs     22,650,772  
  Noninterest-bearing     203,426  
  Interest-bearing     22,447,346  
Federal funds purchased in domestic offices     513,773  
Securities sold under agreements to repurchase     334,896  
Trading liabilities     2,673,823  
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)     644,395  
Bank's liability on acceptances executed and outstanding     308,261  
Subordinated notes and debentures     2,090,000  
Other liabilities     5,584,456  
   
 
Total liabilities   $ 67,908,902  
   
 
Minority interest in consolidated subsidiaries     519,470  

EQUITY CAPITAL
 
 
 
 
Perpetual preferred stock and related surplus     0  
Common stock     1,135,284  
Surplus     1,056,295  
Retained earnings     4,208,213  
Accumulated other comprehensive income     (120,108 )
Other equity capital components     0  
   
 
Total equity capital     6,519,900  
   
 
Total liabilities minority interest and equity capital   $ 74,948,272  
   
 

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        I, Thomas J. Mastro, Senior Vice President and Comptroller 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.

Thomas J. Mastro,
Senior Vice President and Comptroller

        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 conformance with the instructions and is true and correct.

Thomas A. Renyi
Gerald L. Hassell
Alan R. Griffith		  
Directors

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