EX-25.2 11 dp03959_ex2502.htm

 

Exhibit 25.2
 
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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) |__|

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)


PartnerRe Ltd.
(Exact name of obligor as specified in its charter)
   
Bermuda
(State or other jurisdiction of
incorporation or organization)		 Not Applicable
(I.R.S. employer
identification no.)
   
96 Pitts Bay Road
Pembroke, Bermuda
(Address of principal executive offices)		 HM08
(Zip code)

PartnerRe Ltd. Guarantee of Junior Subordinated Debt Securities
of PartnerRe Finance II Inc.
(Title of the indenture securities)


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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 		  One State Street, New York, N.Y.
10004-1417, and Albany, N.Y.
12223
       
  Federal Reserve Bank of New York   33 Liberty Street, 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, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195.)
 
  4.      A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195.)
 

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  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. 333-106702.)
 
  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 6th day of November, 2006.

 

THE BANK OF NEW YORK
     
By: /s/ James D. Heaney
 
  Name: James D. Heaney 
  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 June 30, 2006, 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
ASSETS   In Thousands
Cash and balances due from depository    
   institutions:    
   Noninterest-bearing balances and currency    
         and coin   3,372,000
   Interest-bearing balances   11,005,000
Securities:    
   Held-to-maturity securities   2,269,000
   Available-for-sale securities   23,124,000
Federal funds sold and securities purchased    
   under agreements to resell    
   Federal funds sold in domestic offices   490,000
   Securities purchased under agreements to    
   resell   252,000
Loans and lease financing receivables:    
   Loans and leases held for sale   0
   Loans and leases, net of unearned    
         income   36,722,000
   LESS: Allowance for loan and    
         lease losses   414,000
   Loans and leases, net of unearned    
         income and allowance   36,308,000
Trading assets   5,770,000
Premises and fixed assets (including    
   capitalized leases)   848,000
Other real estate owned   0
Investments in unconsolidated subsidiaries    
   and associated companies   302,000
Not applicable    
Intangible assets:    
   Goodwill   2,177,000
   Other intangible assets   750,000
Other assets   7,196,000





Total assets   93,863,000
LIABILITIES    
Deposits:    
   In domestic offices   40,014,000
   Noninterest-bearing   21,153,000
   Interest-bearing   18,861,000
   In foreign offices, Edge and Agreement    
         subsidiaries, and IBFs   31,312,000
   Noninterest-bearing   286,000
   Interest-bearing   31,026,000
Federal funds purchased and securities sold    
         under agreements to repurchase    
   Federal funds purchased in domestic    
       offices   839,000
   Securities sold under agreements to    
       repurchase   396,000
Trading liabilities   3,045,000
Other borrowed money:    
   (includes mortgage indebtedness and    
   obligations under capitalized leases)   1,670,000
Not applicable    
Not applicable    
Subordinated notes and debentures   1,955,000
Other liabilities    
    6,011,000
Total liabilities   85,242,000
Minority interest in consolidated    
   subsidiaries   150,000
EQUITY CAPITAL    
Perpetual preferred stock and related    
   surplus   0
Common stock   1,135,000
Surplus (exclude all surplus related to    
   preferred stock)   2,112,000
Retained earnings   5,444,000
Accumulated other comprehensive income   -220,000
Other equity capital components   0
Total equity capital   8,471,000
Total liabilities, minority interest, and equity    
   capital   93,863,000





 

     I, Thomas J. Mastro, Executive 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,
Executive 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   Directors