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EXHIBIT 25
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) ____
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CITIBANK, N.A.
(Exact name of trustee as specified in its charter)
13-5266470
(I.R.S. employer
identification no.)
399 Park Avenue, New York, New York 10043
(Address of principal executive office) (Zip Code)
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Union Pacific Corporation
(Exact name of obligor as specified in its charter)
Utah 13-2626465
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Eighth and Eaton Avenues
Bethlehem, Pennsylvania 18018
(Address of principal executive offices) (Zip Code)
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Debt Securities
(Title of the indenture securities)
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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.
Name Address
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Comptroller of the Currency Washington, D.C.
Federal Reserve Bank of New York New York, NY
33 Liberty Street
New York, NY
Federal Deposit Insurance Corporation 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.
Item 16. List of Exhibits.
List below all exhibits filed as a part of this Statement of
Eligibility.
Exhibits identified in parentheses below, on file with the Commission,
are incorporated herein by reference as exhibits hereto.
Exhibit 1 - Copy of Articles of Association of the Trustee, as now in
effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983)
Exhibit 2 - Copy of certificate of authority of the Trustee to commence
business. (Exhibit 2 to T-1 to Registration Statement No. 2-29577).
Exhibit 3 - Copy of authorization of the Trustee to exercise corporate
trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519)
Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1
to Registration Statement No. 33-34988)
Exhibit 5 - Not applicable.
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Exhibit 6 - The consent of the Trustee required by Section 321(b) of
the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration
Statement No. 33-19227.)
Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A.
(as of September 30, 1996 - attached)
Exhibit 8 - Not applicable.
Exhibit 9 - Not applicable.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Citibank, N.A., 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 and State of New York, on the 20th day
of December, 1996.
CITIBANK, N.A.
By /s/ P. DeFelice
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P. DeFelice
Vice President
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Charter No. 1461
Comptroller of the Currency
Northeastern District
REPORT OF CONDITION
CONSOLIDATING
DOMESTIC AND FOREIGN
SUBSIDIARIES OF
Citibank, N.A.
of New York in the State of New York, at the close of business on September 30,
1996, published in response to call made by Comptroller of the Currency, under
Title 12, United States Code, Section 161. Charter Number 1461 Comptroller of
the Currency Northeastern District.
ASSETS
Thousands
of dollars
Cash and balances due from depository institutions:
Noninterest-bearing balances
and currency and coin ........................... $ 8,647,000
Interest-bearing balances ....................... 13,006,000
Held-to-maturity securities .............................. 0
Available-for-sale securities ............................ 22,101,000
Federal funds sold and securities
purchased under agreements to
resell in domestic offices of the
bank and of its Edge and Agree-
ment subsidiaries, and in IBFs:
Federal funds sold .............................. 4,263,000
Securities purchased under
agreements to resell ............................ 370,000
Loans and lease financing receivables:
Loans and Leases, net of unearned income ........ $ 147,806,000
LESS: Allowance for loan
and lease losses ................................ 4,386,000
LESS: Allocated transfer
risk reserve .................................... 0
Loans and leases, net of unearned income, allowance,
and reserve ..................................... 143,420,000
Trading assets ........................................... 24,655,000
Premises and fixed assets (including capitalized leases).. 3,547,000
Other real estate owned .................................. 708,000
Investments in unconsolidated
subsidiaries and associated companies ........... 1,220,000
Customers' liability to this bank
on acceptances outstanding ...................... 2,270,000
Intangible assets ........................................ 105,000
Other assets ............................................. 7,084,000
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TOTAL ASSETS ............................................. $ 231,396,000
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LIABILITIES
Deposits:
In domestic offices ............................. $ 35,623,000
Noninterest-bearing.............................. $ 13,178,000
Interest-bearing................................. 22,445,000
In foreign offices, Edge and
Agreement subsidiaries, and
IBFs ............................................ 130,945,000
Noninterest-
bearing ......................................... 8,792,000
Interest-bearing................................. 122,153,000
Federal funds purchased and securities sold under
agreements to repurchase in domestic offices
of the bank and of its Edge and
Agreement subsidiaries, and in
IBFs:
Federal funds purchased ......................... 1,872,000
Securities sold under agreements to repurchase... 398,000
Demand notes issued to
the U.S. Treasury ............................... 0
Trading liabilities ...................................... 17,042,000
Other borrowed money:
With a remaining maturity of one
year or less .................................... 9,839,000
With a remaining maturity of more
than one year ................................... 4,014,000
Mortgage indebtedness and obligations under capitalized
leases .......................................... 137,000
Bank's liability on acceptances executed and outstanding.. 2,316,000
Subordinated notes and
debentures ............................................... 4,700,000
Other liabilities ........................................ 8,549,000
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TOTAL LIABILITIES ...................................... $ 215,435,000
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Limited-life preferred stock
and related surplus ............................. 0
EQUITY CAPITAL
Perpetual preferred stock
and related surplus ............................. 0
Common stock ............................................. $ 751,000
Surplus .................................................. 6,895,000
Undivided profits and capital reserves.................... 8,308,000
Net unrealized holding gains (losses)
on available-for-sale securities ................ 590,000
Cumulative foreign currency
translation adjustments ......................... (583,000)
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TOTAL EQUITY CAPITAL ..................................... $ 15,961,000
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TOTAL LIABILITIES, LIMITED LIFE PREFERRED STOCK, AND
EQUITY CAPITAL .................................. $ 231,396,000
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I, Roger W. Trupin, Controller 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.
ROGER W. TRUPIN
CONTROLLER
We, the undersigned directors, attest to the correctness of this Report of
Condition. 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.
PAUL J. COLLINS
JOHN S. REED
WILLIAM R. RHODES
DIRECTORS