EX-25.6 17 a2107776zex-25_6.htm EXHIBIT 25.6
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Exhibit 25.6

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)             

CITIBANK, N.A.
(Exact name of trustee as specified in its charter)

13-5266470
(I.R.S. employer
identification no.)
     
399 Park Avenue, New York, New York
(Address of principal executive office)		   10043
(Zip Code)

TRINITY ACQUISITIONS LIMITED
WILLIS GROUP HOLDINGS LIMITED
TA I LIMITED
TA II LIMITED
TA III LIMITED
(Exact name of obligor as specified in its charter)

(Exact name of obligor as specified in its charter)

England & Wales   98-0198190
Bermuda   13-5160382
England & Wales   98-0351629
England & Wales    
England & Wales    
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

Ten Trinity Square
 
 
London EC3P 3AX England
(Address of principal executive offices)		   N/A
(Zip Code)

Subordinated Debt Securities
(Title of the indenture securities)


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.
Name
   Address
Comptroller of the Currency   Washington, D.C.

Federal Reserve Bank of New York
33 Liberty Street
New York, NY
 
New York, NY

Federal Deposit Insurance Corporation
 
Washington, D.C.
    (b)
    Whether it is authorized to exercise corporate trust powers.

      Yes.


Item 2.    Affiliations with Obligor.

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

        None.


Item 16.    List of Exhibits.

      List below all exhibits filed as a part of this Statement of Eligibility.

      Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as exhibits hereto.

      Exhibit 1—Copy of Articles of Association of the Trustee, as now in effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983)

      Exhibit 2—Copy of certificate of authority of the Trustee to commence business. (Exhibit 2 to T-1 to Registration Statement No. 2-29577).

      Exhibit 3—Copy of authorization of the Trustee to exercise corporate trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519)

      Exhibit 4—Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 to Registration Statement No. 33-34988)

      Exhibit 5—Not applicable.

      Exhibit 6—The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration Statement No. 33-19227.)

      Exhibit 7—Copy of the latest Report of Condition of Citibank, N.A. (as of December 31, 2002—attached)

      Exhibit 8—Not applicable.

      Exhibit 9—Not applicable.



SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Citibank, N.A., 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 New York and State of New York, on the 4th day of April, 2003.

    CITIBANK, N.A.

 
 
By:
/s/  NANCY FORTE      
Nancy Forte
Assistant Vice President


Exhibit 7

Charter No. 1461
Comptroller of the Currency
Northeastern District
REPORT OF CONDITION
CONSOLIDATING
DOMESTIC AND FOREIGN
SUBSIDIARIES OF
Citibank, N.A. of New York in the State of New York, at the close of business on December 31, 2002, published in response to call made by Comptroller of the Currency, under Title 12, United States Code, Section 161. Charter Number 1461 Comptroller of the Currency Northeastern District.

ASSETS

   Thousands of dollars
Cash and balances due from depository institutions:      
Noninterest-bearing balances and currency and coin   $ 10,522,000
Interest-bearing balances     14,022,000
Held-to-maturity securities     59,000
Available-for-sale securities     75,228,000
Federal funds sold in domestic Offices     996,000
Federal funds sold and securities purchased under agreements to resell     3,710,000
Loans and leases held for sale     9,920,000
Loans and lease financing receivables:      
  Loans and Leases, net of unearned income     302,651,000
LESS: Allowance for loan and lease losses     8,186,000
Loans and leases, net of unearned income, allowance, and reserve     294,465,000
Trading assets     45,612,000
Premises and fixed assets (including capitalized leases)     4,078,000
Other real estate owned     128,000
Investments in unconsolidated subsidiaries and associated companies     711,000
Customers' liability to this bank on acceptances outstanding     1,282,000
Intangible assets: Goodwill     5,459,000
Intangible assets: Other intangible assets     4,174,000
Other assets     28,310,000
   
TOTAL ASSETS   $ 498,676,000
   

LIABILITIES
 
 
 
Deposits: In domestic offices   $ 108,968,000
Noninterest- bearing     19,074,000
Interest- bearing     89,894,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs     223,706,000
Noninterest-bearing     17,030,000
Interest-bearing     206,676,000
Federal funds purchased in domestic Offices     16,763,000
Federal funds purchased and securities sold under agreements to repurchase     12,945,000
Demand notes issued to the U.S. Treasury     0
Trading liabilities     29,853,000
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases): ss     26,211,000
Bank's liability on acceptances executed and outstanding     1,282,000
Subordinated notes and debentures     11,500,000
Other liabilities     25,903,000
   
TOTAL LIABILITIES   $ 457,131,000
   
Minority interest in consolidated Subsidiaries     236,000
EQUITY CAPITAL      
Perpetual preferred stock and related surplus     1,950,000
Common stock     751,000
Surplus     21,606,000
Retained Earnings     17,523,000
Accumulated net gains (losses) on cash flow hedges     -521,000
Other equity capital components     0
   
TOTAL EQUITY CAPITAL   $ 41,309,000
   
TOTAL LIABILITIES AND EQUITY CAPITAL   $ 498,676,000
   

I, Grace B. Vogel, Vice President and Controller 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.

GRACE B. VOGEL
VICE PRESIDENT AND CONTROLLER

We, the undersigned directors, attest to the correctness of this Report of Condition. 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.

ALAN S. MACDONALD
WILLIAM R. RHODES
VICTOR J. MENEZES
DIRECTORS



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