EX-7.2 5 a2186040zex-7_2.htm EXHIBIT 7.2
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Exhibit 7.2

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)    o

THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)

New York   13-5160382
(State of incorporation
if not a U.S. national bank)		   (I.R.S. employer
identification no.)

One Wall Street, New York, N.Y.
 
10286
(Address of principal executive offices)   (Zip code)

SUNCOR ENERGY INC.
(Exact name of obligor as specified in its charter)

Canada   98-0343201
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

112-4th Avenue S.W., Box 38
Calgary, Alberta Canada, T2P 2V5
 
 
(Address of principal executive offices)   (Zip code)

Debt Securities
(Title of the indenture securities)

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 New York   One State Street, New York, N.Y. 10004-1417,
and Albany, N.Y. 12223

Federal Reserve Bank of New York
 
33 Liberty Street, 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, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195.)

    4.
    A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195.)

    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. 333-106702.)

    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.

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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 29th day of May, 2008.

    THE BANK OF NEW YORK

 
 
By:
/s/  CHERYL CLARKE      
Name:  Cheryl Clarke
Title:    Vice President

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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 March 31, 2008, 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
In Thousands
ASSETS    
Cash and balances due from depository institutions:    
  Noninterest-bearing balances and currency and coin   4,545,000
  Interest-bearing balances   29,795,000
Securities:    
  Held-to-maturity securities   1,739,000
  Available-for-sale securities   24,149,000
Federal funds sold and securities purchased under agreements to resell:    
  Federal funds sold in domestic offices   14,850,000
  Securities purchased under agreements to resell   0
Loans and lease financing receivables:    
  Loans and leases held for sale   0
  Loans and leases, net of unearned income   34,834,000
  LESS: Allowance for loan and lease losses   237,000
  Loans and leases, net of unearned income and allowance   34,597,000
Trading assets   5,456,000
Premises and fixed assets (including capitalized leases)   908,000
Other real estate owned   4,000
Investments in unconsolidated subsidiaries and associated companies   781,000
Not applicable    
Intangible assets:    
  Goodwill   2,445,000
  Other intangible assets   987,000
Other assets   8,086,000
   
Total assets   128,342,000
   

LIABILITIES    
Deposits:    
  In domestic offices   32,973,000
  Noninterest-bearing   18,760,000
  Interest-bearing   14,213,000
  In foreign offices, Edge and Agreement subsidiaries, and IBFs   61,040,000
  Noninterest-bearing   1,544,000
  Interest-bearing   59,496,000
Federal funds purchased and securities sold under agreements to repurchase:    
  Federal funds purchased in domestic offices   1,001,000
  Securities sold under agreements to repurchase   86,000
Trading liabilities   4,981,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)   4,200,000
Not applicable    
Not applicable    
Subordinated notes and debentures   2,955,000
Other liabilities   12,465,000
   
Total liabilities   119,701,000
   
Minority interest in consolidated subsidiaries   160,000

EQUITY CAPITAL
 
 
Perpetual preferred stock and related surplus   0
Common stock   1,135,000
Surplus (exclude all surplus related to preferred stock)   2,375,000
Retained earnings   6,178,000
Accumulated other comprehensive income   -1,207,000
Other equity capital components   0
Total equity capital   8,481,000
   
Total liabilities, minority interest, and equity capital   128,342,000
   

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        I, Bruce W. Van Saun, Chief Financial Officer 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.

Bruce W. Van Saun,
Chief Financial Officer

        We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. 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.

Gerald L. Hassell   )        
Steven G. Elliott   )   Directors    
Robert P. Kelly   )        

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