EX-25.8 27 a2165722zex-25_8.htm EXHBIIT 25.8

Exhibit 25.8

 

 

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)

 


 

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

 

 

 

13-4994650

(State of incorporation

 

(I.R.S. employer

if not a national bank)

 

identification No.)

 

 

 

1111 Polaris Parkway

 

 

Columbus, Ohio

 

43271

(Address of principal executive offices)

 

(Zip Code)

 

Pauline E. Higgins

Vice President and Assistant General Counsel

JPMorgan Chase Bank, National Association

707 Travis Street, 4th Floor North

Houston, Texas 77002

Tel:  (713) 216-1436

(Name, address and telephone number of agent for service)

 


 

The St. Paul Travelers Companies, Inc.

(Exact name of obligor as specified in its charter)

 

Minnesota

 

41-0518860

(State or other jurisdiction of

 

(I.R.S. employer

incorporation or organization)

 

identification No.)

 

 

 

 

385 Washington Street

 

 

 

St. Paul, Minnesota

 

55102

(Address of principal executive offices)

 

(Zip Code)

 

Guarantee of Preferred Securities of St. Paul Travelers Capital Trust II

Guarantee of Preferred Securities of St. Paul Travelers Capital Trust III

Guarantee of Preferred Securities of St. Paul Travelers Capital Trust IV

Guarantee of Preferred Securities of St. Paul Travelers Capital Trust V

(Title of the indenture securities)

 

 



 

GENERAL

 

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.

 

Board of Governors of the Federal Reserve System, Washington, D.C., 20551

 

Federal Deposit Insurance Corporation, Washington, D.C., 20429.

 

(b)                                 Whether it is authorized to exercise corporate trust powers.

 

Yes.

 

Item 2.    Affiliations with the Obligor and Guarantors.

 

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

 

None.

 

2



 

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 JPMorgan Chase Bank, N.A. (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

 

2.                                       A copy of the Certificate of Authority of the Comptroller of the Currency for the trustee to commence business. (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

 

3.                                       None, the authority of the trustee to exercise corporate trust powers being contained in the documents described in Exhibits 1 and 2.

 

4.                                       A copy of the existing By-Laws of the Trustee. (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

 

5.                                       Not applicable.

 

6.                                       The consent of the Trustee required by Section 321(b) of the Act.

(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

 

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.

 

SIGNATURE

 

Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee,  JPMorgan Chase Bank, N.A., 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 5th day of December, 2005.

 

 

JPMORGAN CHASE BANK, N.A.

 

 

 

By

/s/

 James D. Heaney

 

 

 

 

 James D. Heaney

 

 

 

 

 Vice President

 

 

3



 

Exhibit 7 to Form T-1

 

Bank Call Notice

 

RESERVE DISTRICT NO. 2

CONSOLIDATED REPORT OF CONDITION OF

 

JPMorgan Chase Bank, N.A.

of 1111 Polaris Parkway, Columbus, Ohio 43271

and Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System,

 

at the close of business June 30, 2005, 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 Millions

 

ASSETS

 

 

 

 

 

Cash and balances due from depository institutions:

 

 

 

 

 

Noninterest-bearing balances and currency and coin

 

 

 

$

33,595

 

Interest-bearing balances

 

 

 

9,074

 

Securities:

 

 

 

 

 

Held to maturity securities

 

 

 

92

 

Available for sale securities

 

 

 

46,530

 

Federal funds sold and securities purchased under agreements to resell

 

 

 

 

 

Federal funds sold in domestic offices

 

 

 

27,359

 

Securities purchased under agreements to resell

 

 

 

162,222

 

Loans and lease financing receivables:

 

 

 

 

 

Loans and leases held for sale

 

 

 

28,317

 

Loans and leases, net of unearned income

 

$

348,961

 

 

 

Less: Allowance for loan and lease losses

 

4,676

 

 

 

Loans and leases, net of unearned income and allowance

 

 

 

344,285

 

Trading Assets

 

 

 

231,417

 

Premises and fixed assets (including capitalized leases)

 

 

 

8,360

 

Other real estate owned

 

 

 

142

 

Investments in unconsolidated subsidiaries and associated companies

 

 

 

818

 

Customers’ liability to this bank on acceptances outstanding

 

 

 

549

 

Intangible assets

 

 

 

 

 

Goodwill

 

 

 

23,432

 

Other Intangible assets

 

 

 

9,440

 

Other assets

 

 

 

47,481

 

TOTAL ASSETS

 

 

 

$

973,113

 

 



 

LIABILITIES

 

 

 

 

 

Deposits

 

 

 

 

 

In domestic offices

 

 

 

$

383,950

 

Noninterest-bearing

 

$

 141,374

 

 

 

Interest-bearing

 

242,576

 

 

 

In foreign offices, Edge and Agreement subsidiaries and IBF’s

 

 

 

145,247

 

Noninterest-bearing

 

$

 7,348

 

 

 

Interest-bearing

 

137,899

 

 

 

 

 

 

 

 

 

Federal funds purchased and securities sold under agreements to repurchase:

 

 

 

 

 

Federal funds purchased in domestic offices

 

 

 

8,743

 

Securities sold under agreements to repurchase

 

 

 

93,698

 

Trading liabilities

 

 

 

117,933

 

Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)

 

 

 

79,495

 

Bank’s liability on acceptances executed and outstanding

 

 

 

549

 

Subordinated notes and debentures

 

 

 

17,982

 

Other liabilities

 

 

 

40,922

 

TOTAL LIABILITIES

 

 

 

888,519

 

Minority Interest in consolidated subsidiaries

 

 

 

1,426

 

 

 

 

 

 

 

EQUITY CAPITAL

 

 

 

 

 

Perpetual preferred stock and related surplus

 

 

 

0

 

Common stock

 

 

 

1,785

 

Surplus (exclude all surplus related to preferred stock)

 

 

 

58,838

 

Retained earnings

 

 

 

22,718

 

Accumulated other comprehensive income

 

 

 

(173

)

Other equity capital components

 

 

 

0

 

TOTAL EQUITY CAPITAL

 

 

 

83,168

 

 

 

 

 

 

 

TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL

 

 

 

$

973,113

 

 

I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

 

JOSEPH L. SCLAFANI

 

We, the undersigned directors, attest to the correctness of this Report of Condition and 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 issued by the appropriate Federal regulatory authority and is true and correct.

 

 

WILLIAM B. HARRISON, JR.

)

 

 

JAMES DIMON

)

DIRECTORS

 

MICHAEL J. CAVANAGH

)