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
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CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) ____________
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THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
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UNION CARBIDE CORPORATION
(Exact name of obligor as specified in its charter)
New York 13-1421730
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
39 Old Ridgebury Road
Danbury, Connecticut 06817-0001
(Address of principal executive offices) (Zip code)
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Debt Securities
(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.
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Name Address
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Superintendent of Banks of 2 Rector Street,
the State of New York 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 Washington, D.C. 20429
Corporation
New York Clearing House New York, New York
Association
(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. (See Note on page 3.)
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 Rule 24 of the Commission's Rules of
Practice.
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.
NOTE
Inasmuch as this Form T-1 is filed prior to the
ascertainment by the Trustee of all facts on which to base a
responsive answer to Item 2, the answer to said Item is based on
incomplete information.
Item 2 may, however, be considered as correct unless amended
by an amendment to this Form T-1.
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 June, 1995.
THE BANK OF NEW YORK
By: ROBERT F. MCINTYRE
Name: Robert F. McIntyre
Title: Assistant Vice President
Exhibit 7
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31,
1995, 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 ............................... $ 3,575,856
Interest-bearing balances ....................... 747,540
Securities:
Held-to-maturity securities ..................... 1,283,688
Available-for-sale securities ................... 1,615,292
Federal funds sold in domestic
offices of the bank ............................. 5,577,896
Loans and lease financing
receivables:
Loans and leases, net of unearned
income ..............................24,763,265
LESS: Allowance for loan and
lease losses ...........................532,411
LESS: Allocated transfer risk
reserve ..................................28,558
Loans and leases, net of unearned
income, allowance, and reserve ................ 24,202,296
Assets held in trading accounts ................... 1,502,750
Premises and fixed assets (including
capitalized leases) ............................. 618,958
Other real estate owned ........................... 47,755
Investments in unconsolidated
subsidiaries and associated
companies ....................................... 184,149
Customers' liability to this bank on
acceptances outstanding ......................... 1,018,696
Intangible assets ................................. 101,149
Other assets ...................................... 1,227,291
Total assets ...................................... $41,703,316
LIABILITIES
Deposits:
In domestic offices ............................. $18,543,633
Noninterest-bearing ....................6,949,896
Interest-bearing ......................11,593,737
In foreign offices, Edge and
Agreement subsidiaries, and IBFs ................ 11,303,075
Noninterest-bearing .......................65,927
Interest-bearing ......................11,237,148
Federal funds purchased and secu-
rities sold under agreements to re-
purchase in domestic offices of
the bank and of its Edge and
Agreement subsidiaries, and in IBFs:
Federal funds purchased ......................... 1,327,537
Securities sold under agreements
to repurchase ................................. 37,400
Demand notes issued to the U.S. Treasury........... 97,827
Trading liabilities ............................... 1,349,293
Other borrowed money:
With original maturity of one year
or less ....................................... 2,027,148
With original maturity of more than
one year ...................................... 313,877
Bank's liability on acceptances exe-
cuted and outstanding ........................... 1,018,848
Subordinated notes and debentures ................. 1,056,320
Other liabilities ................................. 1,435,093
Total liabilities ................................. 38,510,051
EQUITY CAPITAL
Common stock ...................................... 942,284
Surplus ........................................... 525,666
Undivided profits and capital
reserves ........................................ 1,753,592
Net unrealized holding gains
(losses) on available-for-sale
securities ...................................... ( 22,501)
Cumulative foreign currency transla-
tion adjustments ................................ ( 5,776)
Total equity capital .............................. 3,193,265
Total liabilities and equity
capital ......................................... $41,703,316
I, Robert E. Keilman, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Robert E. Keilman
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 Board of Governors of the Federal Reserve System
and is true and correct.
J. Carter Bacot )
Thomas A. Renyi ) Directors
Alan R. Griffith )