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 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
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)
_____________
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 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.)
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.
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 26th day of April, 1999.
THE BANK OF NEW YORK
By: /s/ REMO J. REALE
Name: REMO J. REALE
Title: ASSISTANT VICE PRESIDENT
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 December 31,
1998, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
ASSETS Dollar Amounts in Thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin $3,951,273
Interest-bearing balances 4,134,162
Securities:
Held-to-maturity securities 932,468
Available-for-sale securities 4,279,246
Federal funds sold and Securities purchased under agreements to
resell 3,161,626
Loans and lease financing receivables:
Loans and leases, net of unearned income 37,861,802
LESS: Allowance for loan and lease losses 619,791
LESS: Allocated transfer risk reserve 3,572
Loans and leases, net of unearned income, allowance, and reserve 37,238,439
Trading Assets 1,551,556
Premises and fixed assets (including capitalized leases) 684,181
Other real estate owned 10,404
Investments in unconsolidated subsidiaries and associated companies 196,032
Customers' liability to this bank on acceptances outstanding 895,160
Intangible assets 1,127,375
Other assets 1,915,742
Total assets $60,077,664
LIABILITIES
Deposits:
In domestic offices $27,020,578
Noninterest-bearing 11,271,304
Interest-bearing 15,749,274
In foreign offices, Edge and Agreement subsidiaries, and IBFs 17,197,743
Noninterest-bearing 103,007
Interest-bearing 17,094,736
Federal funds purchased and Securities sold under agreements to
repurchase 1,761,170
Demand notes issued to the U.S.Treasury 125,423
Trading liabilities 1,625,632
Other borrowed money:
With remaining maturity of one year or less 1,903,700
With remaining maturity of more than one year through three years 0
With remaining maturity of more than three years 31,639
Bank's liability on acceptances executed and outstanding 900,390
Subordinated notes and debentures 1,308,000
Other liabilities 2,708,852
Total liabilities 54,583,127
EQUITY CAPITAL
Common stock 1,135,284
Surplus 764,443
Undivided profits and capital reserves 3,542,168
Net unrealized holding gains (losses) on available-for-sale securities 82,367
Cumulative foreign currency translation adjustments ( 29,725)
Total equity capital 5,494,537
Total liabilities and equity capital $60,077,664
I, Thomas J. Mastro, 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.
Thomas J. Mastro
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.
Directors
Thomas A. Reyni
Gerald L. Hassell
Alan R. Griffith