UNITED STATES

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

 

 

x CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

 

A National Banking Association	94-1347393
(Jurisdiction of incorporation or	(I.R.S. Employer
organization if not a U.S. national bank)	Identification No.)
101 North Phillips Avenue
Sioux Falls, South Dakota	57104
(Address of principal executive offices)	(Zip code)

 

Wells Fargo & Company
Law Department, Trust Section

MAC N9305-175

Sixth Street and Marquette Avenue, 17^th Floor

Minneapolis, Minnesota 55479

(612) 667-4608

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

 

 

XL GROUP

Public Limited Company

(Exact name of obligor as specified in its charter)

Ireland		98-0665416
(State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)
XL House 8 St. Stephen’s Green Dublin Ireland		2
(Address of principal executive offices)		(Zip code)

 

XLIT LTD.

(Exact name of obligor as specified in its charter)

 

Cayman Islands		98-0191089
(State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)
XL House 8 St. Stephen’s Green Dublin Ireland		2
(Address of principal executive offices)		(Zip code)

 

 

Subordinated Debt Securities

And Guarantees of 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.
		Comptroller of the Currency
		Treasury Department
		Washington, D.C.
		Federal Deposit Insurance Corporation
		Washington, D.C.
		Federal Reserve Bank of San Francisco
		San Francisco, California 94120
	(b)	Whether it is authorized to exercise corporate trust powers.
		The trustee is authorized to exercise corporate trust powers.

 

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

 

None with respect to the trustee.

 

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

 

Item 15. Foreign Trustee. Not applicable.

 

Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.  

 

	Exhibit 1.	A copy of the Articles of Association of the trustee now in effect.*
	Exhibit 2.	A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated January 14, 2015.**
	Exhibit 3.	A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated January 6, 2014.**
	Exhibit 4.	Copy of By-laws of the trustee as now in effect.**
	Exhibit 5.	Not applicable.
	Exhibit 6.	The consent of the trustee required by Section 321(b) of the Act.
	Exhibit 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.
	Exhibit 8.	Not applicable.
	Exhibit 9.	Not applicable.

*   Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of file number 333-130784.

 

**   Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit to the Filing 305B2 dated March 13, 2015 of file number 333-190926.

SIGNATURE

 

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo 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 Dallas and State of Texas on the 17^th of March, 2015.

 

	WELLS FARGO BANK, NATIONAL ASSOCIATION
	Patrick T. Giordano
	Vice President

EXHIBIT 6

 

March 17, 2015

 

Securities and Exchange Commission
Washington, D.C. 20549

 

Gentlemen:

 

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request thereof.

 

	Very truly yours,
	WELLS FARGO BANK, NATIONAL ASSOCIATION
	Patrick T. Giordano
	Vice President

Exhibit 7
Consolidated Report of Condition of

 

Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business December 31, 2014, filed in accordance with 12 U.S.C. §161 for National Banks.

 

				Dollar Amounts In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin				$ 18,743
Interest-bearing balances				222,900
Securities:
Held-to-maturity securities				55,483
Available-for-sale securities				226,470
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices				1,968
Securities purchased under agreements to resell				23,309
Loans and lease financing receivables:
Loans and leases held for sale				14,634
Loans and leases, net of unearned income		821,207
LESS: Allowance for loan and lease losses		10,844
Loans and leases, net of unearned income and allowance				810,363
Trading Assets				46,228
Premises and fixed assets (including capitalized leases)				7,491
Other real estate owned				2,492
Investments in unconsolidated subsidiaries and associated companies				856
Direct and indirect investments in real estate ventures				1
Intangible assets
Goodwill				21,627
Other intangible assets				18,578
Other assets				61,641
Total assets				$1,532,784
LIABILITIES
Deposits:
In domestic offices				$1,062,122
Noninterest-bearing		322,290
Interest-bearing		739,832
In foreign offices, Edge and Agreement subsidiaries, and IBFs				151,034
Noninterest-bearing		928
Interest-bearing		150,106
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices				946
Securities sold under agreements to repurchase				12,563

		Dollar Amounts
		In Millions
Trading liabilities				25,409
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases)				83,997
Subordinated notes and debentures				18,701
Other liabilities				32,601
Total liabilities			$	1,387,373
EQUITY CAPITAL
Perpetual preferred stock and related surplus				0
Common stock				519
Surplus (exclude all surplus related to preferred stock)				106,158
Retained earnings				34,288
Accumulated other comprehensive income				4,019
Other equity capital components				0
Total bank equity capital				144,984
Noncontrolling (minority) interests in consolidated subsidiaries				427
Total equity capital				145,411
Total liabilities, and equity capital			$	1,532,784

 

I, John R. Shrewsberry, Sr. EVP & CFO 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.

 

John R. Shrewsberry

Sr. EVP & CFO    

 

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.

 

John Stumpf	Directors
James Quigley
Enrique Hernandez, Jr.