EX-25.1

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

☐	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 organization if not a U.S. national bank)		(I.R.S. Employer 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)

UNION PACIFIC CORPORATION

(Exact name of registrant as specified in its Charter)

Utah

13-2626465

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1400 Douglas Street

Omaha, Nebraska 68179

(402) 544-5000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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.		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 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 Form T-3 Filing 305B2 dated March 13, 2015 of file number 333-19026.

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 Los Angeles and State of California on 10th day of February, 2021.


WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Casey A Boyle
Casey A Boyle
Assistant Vice President

EXHIBIT 6

February 10, 2021

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

/s/ Casey A Boyle

Casey A Boyle

Assistant 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 September 30, 2020, filed in accordance with 12 U.S.C. §161 for National Banks.


		Dollar amounts in thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		$ 24,941
Interest-bearing balances		206,894
Securities:
Held-to-maturity securities		182,543
Available-for-sale securities		212,761
Equity Securities with readily determinable fair value not held for trading		11
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		75
Securities purchased under agreements to resell		65,239
Loans and lease financing receivables:
Loans and leases held for sale		22,816
Loans and leases, net of unearned income	889,757
LESS: Allowance for loan and lease losses	19,149
Loans and leases, net of unearned income and allowance		870,608
Trading Assets		58,158
Premises and fixed assets (including capitalized leases)		11,434
Other real estate owned		164
Investments in unconsolidated subsidiaries and associated companies		13,190
Direct and indirect investments in real estate ventures		41
Intangible assets		30,581
Other assets		50,740

Total assets		$1,750,196
LIABILITIES
Deposits:
In domestic offices		$1,433,919
Noninterest-bearing	531,501
Interest-bearing	902,418
In foreign offices, Edge and Agreement subsidiaries, and IBFs		33,410
Noninterest-bearing	410
Interest-bearing	33,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		882
Securities sold under agreements to repurchase		5,970


		Dollar amounts in thousands
Trading liabilities		14,059
Other borrowed money
(Includes mortgage indebtedness and obligations under capitalized leases)		47,004
Subordinated notes and debentures		12,454
Other liabilities		32,620

Total liabilities	$	1,580,318
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		519
Surplus (exclude all surplus related to preferred stock)		114,820
Retained earnings		52,468
Accumulated other comprehensive income		2,037
Other equity capital components		0

Total bank equity capital		169,844
Noncontrolling (minority) interests in consolidated subsidiaries		34
Total equity capital		169,878

Total liabilities, and equity capital		$1,750,196

I, Michael. P. Santomassimo, 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.

Michael. P. Santomassimo

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.

Directors

Maria R. Morris

Theodore F. Craver, Jr.

Juan A. Pujadas