1
Exhibit 25.2
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 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)
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.)
1717 Main Street
Suite 5900
Dallas, Texas 75201-4605
(Address of principal executive offices) (Zip code)
Guarantee of Preferred Securities of
Union Pacific Capital Trust
(Title of the indenture securities)
2
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 2 Rector Street, 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 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 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.)
-2-
3
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.
-3-
4
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 24th day of April, 1998.
THE BANK OF NEW YORK
By: /s/ Walter N. Gitlin
-----------------------------
Name: Walter N. Gitlin
Title: Vice President
-4-
5
Consolidated Report of Condition of
THE BANK OF NEW YORK Exhibit 7
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 December 31, 1997, 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 depos-
itory institutions:
Noninterest-bearing balances and
currency and coin ......................... $ 5,742,986
Interest-bearing balances .................. 1,342,769
Securities:
Held-to-maturity securities ................ 1,099,736
Available-for-sale securities .............. 3,882,686
Federal funds sold and Securities pur-
chased under agreements to resell........... 2,568,530
Loans and lease financing
receivables:
Loans and leases, net of unearned
income ................................... 35,019,608
LESS: Allowance for loan and
lease losses ............................. 627,350
LESS: Allocated transfer risk
reserve................................... 0
Loans and leases, net of unearned
income, allowance, and reserve ........... 34,392,258
Assets held in trading accounts .............. 2,521,451
Premises and fixed assets (including
capitalized leases) ........................ 659,209
Other real estate owned ...................... 11,992
Investments in unconsolidated
subsidiaries and associated
companies .................................. 226,263
Customers' liability to this bank on
acceptances outstanding .................... 1,187,449
Intangible assets ............................ 781,684
Other assets ................................. 1,736,574
-----------
Total assets ................................. $56,153,587
===========
LIABILITIES
Deposits:
In domestic offices ........................ $27,031,362
Noninterest-bearing ........................ 11,899,507
Interest-bearing ........................... 15,131,855
In foreign offices, Edge and
Agreement subsidiaries, and IBFs ........... 13,794,449
Noninterest-bearing ........................ 590,999
Interest-bearing ........................... 13,203,450
Federal funds purchased and Securities
sold under agreements to repurchase ........ 2,338,881
Demand notes issued to the U.S.
Treasury ................................... 173,851
Trading liabilities .......................... 1,695,216
Other borrowed money:
With remaining maturity of one year
or less .................................. 1,905,330
With remaining maturity of more than
one year through three years.............. 0
With remaining maturity of more than
three years .............................. 25,664
Bank's liability on acceptances exe-
cuted and outstanding ...................... 1,195,923
Subordinated notes and debentures ............ 1,012,940
Other liabilities ............................ 2,018,960
-----------
Total liabilities ............................ 51,192,576
-----------
EQUITY CAPITAL
Common stock ................................. 1,135,284
Surplus ...................................... 731,319
Undivided profits and capital
reserves ................................... 3,093,726
Net unrealized holding gains
(losses) on available-for-sale
securities ................................. 36,866
Cumulative foreign currency transla-
tion adjustments ........................... (36,184)
-----------
Total equity capital ......................... 4,961,011
-----------
Total liabilities and equity
capital .................................... $56,153,587
===========
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.
Thomas A. Renyi }
Alan R. Griffith } Directors
J. Carter Bacot }