EX-25 8 a2101102zex-25.htm EX-25
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Exhibit 25

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)

Aon CORPORATION
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)		   36-3051915
(I.R.S. employer
identification no.)

200 East Randolph Street
Chicago, Illinois
(Address of principal executive offices)
 
60601
(Zip code)

31/2% Senior Convertible Debentures Due 2012
(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.


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 16th day of January, 2003.

    THE BANK OF NEW YORK

 
 
By:
/s/  ROBERT A. MASSIMILLO      
Name:         ROBERT A. MASSIMILLO
Title:            VICE PRESIDENT


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 September 30, 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.

 
   Dollar Amounts In Thousands
  
ASSETS        
Cash and balances due from depository institutions:        
  Noninterest-bearing balances and currency and coin   $ 3,735,469  
  Interest-bearing balances     3,791,026  
Securities:        
  Held-to-maturity securities     1,140,688  
  Available-for-sale securities     15,232,384  
Federal funds sold in domestic offices     1,286,657  
Securities purchased under agreements to resell     1,035,718  
Loans and lease financing receivables:        
  Loans and leases held for sale     869,285  
  Loans and leases, net of unearned income     34,695,130  
  LESS: Allowance for loan and lease losses     645,382  
  Loans and leases, net of unearned income and allowance     34,049,748  
Trading Assets     9,044,881  
Premises and fixed assets (including capitalized leases)     823,722  
Other real estate owned     778  
Investments in unconsolidated subsidiaries and associated companies     226,274  
Customers' liability to this bank on acceptances outstanding     249,803  
Intangible assets        
  Goodwill     1,852,232  
  Other intangible assets     54,714  
Other assets     4,961,572  
   
 
Total assets   $ 78,354,951  
   
 
LIABILITIES        
Deposits:        
  In domestic offices   $ 32,962,289  
  Noninterest-bearing     12,792,415  
  Interest-bearing     20,169,874  
  In foreign offices, Edge and Agreement subsidiaries, and IBFs     24,148,516  
  Noninterest-bearing     445,725  
  Interest-bearing     23,702,791  
Federal funds purchased in domestic offices     959,287  
Securities sold under agreements to repurchase     491,806  
Trading liabilities     2,916,377  
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)     1,691,634  
Bank's liability on acceptances executed and outstanding     251,701  
Subordinated notes and debentures     2,090,000  
Other liabilities     5,815,688  
   
 
Total liabilities   $ 71,327,298  
   
 
Minority interest in consolidated subsidiaries     500,019  

EQUITY CAPITAL
 
 
 
 
Perpetual preferred stock and related surplus     0  
Common stock     1,135,284  
Surplus     1,056,724  
Retained earnings     4,218,003  
Accumulated other comprehensive income     (117,623 )
Other equity capital components     0  
   
 
Total equity capital     6,527,634  
   
 
Total liabilities minority interest and equity capital   $ 78,354,951  
   
 

        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
 
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Directors
 
 


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