EX-25.(C) 19 k08464exv25wxcy.txt FORM T-1 STATEMENT OF ELIGIBILITY, AS TRUSTEE UNDER THE JUNIOR SUBORDINATED DEBT INDENTURE OF CITIZENS BANKING CORPORATION Exhibit 25(c) ================================================================================ 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) ---------- U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer Identification No. 800 Nicollet Mall Minneapolis, Minnesota 55402 (Address of principal executive offices) (Zip Code)
David Massa U.S. Bank National Association 100 Wall Street New York, NY 10005 (212) 361-4386 (Name, address and telephone number of agent for service) CITIZENS BANKING CORPORATION (Exact name of obligor as specified in its charter) MICHIGAN 38-2378932 (State or other jurisdiction of (I. R. S. Employer incorporation or organization) Identification No.)
328 SOUTH SAGINAW STREET FLINT, MICHIGAN 48502 (Address of principal executive offices) (Zip Code)
---------- JUNIOR SUBORDINATED DEBENTURES ================================================================================ FORM T-1 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 the Currency 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 ITEMS 3-15 Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee. ITEM 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification. 1. A copy of the Articles of Association of the Trustee.* 2. A copy of the certificate of authority of the Trustee to commence business.* 3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers.* 4. A copy of the existing bylaws of the Trustee.* 5. A copy of each Indenture referred to in Item 4. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939.* 7. Report of Condition of the Trustee as of March 31, 2006, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. * Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005. 2 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK 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 New York, State of New York on the 19th of September, 2006. U.S. BANK NATIONAL ASSOCIATION By: /s/ Beverly Freeney ------------------------------------ Beverly Freeney Vice President 3 EXHIBIT 7 U.S. BANK NATIONAL ASSOCIATION STATEMENT OF FINANCIAL CONDITION AS OF 6/30/2006 ($000'S)
6/30/2006 ------------ ASSETS Cash and Due From Depository Institutions $ 7,250,783 Securities 38,280,379 Federal Funds 3,206,234 Loans & Lease Financing Receivables 138,643,464 Fixed Assets 1,738,725 Intangible Assets 11,772,884 Other Assets 11,661,480 ------------ TOTAL ASSETS $212,553,949 LIABILITIES Deposits $135,429,440 Fed Funds 9,690,491 Treasury Demand Notes 0 Trading Liabilities 370,355 Other Borrowed Money 32,369,084 Acceptances 0 Subordinated Notes and Debentures 6,909,696 Other Liabilities 6,518,843 ------------ TOTAL LIABILITIES $191,287,909 EQUITY Minority Interest in Subsidiaries $ 1,033,230 Common and Preferred Stock 18,200 Surplus 11,804,040 Undivided Profits 8,410,170 ------------ TOTAL EQUITY CAPITAL $ 21,265,640 TOTAL LIABILITIES AND EQUITY CAPITAL $212,553,549
To the best of the undersigned's determination, as of the date hereof, the above financial information is true and correct. U.S. BANK NATIONAL ASSOCIATION By: /s/ Beverly Freeney --------------------------------- Beverly Freeney Vice President Date: September 19, 2006 4