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) (3)___(3) ------------------ THE BANK OF NEW YORK (Exact name of trustee as specified in its charter) 13-5160382 (I.R.S. employer identification no.) 48 Wall Street, New York, New York 10286 (Address of principal executive offices) (Zip Code) ------------------- The Bank of New York 10161 Centurion Parkway Towermarc Plaza, 2nd Floor Jacksonville, Florida 32256 Attn: Ms. Sandra Carreker (904) 998-4716 (Name, address and telephone number of agent for service) -------------------- NATIONSBANK CORPORATION (Exact name of obligor as specified in its charter) North Carolina 56-0906609 State or other jurisdiction of (IRS employer incorporation or organization identification no.) NationsBank Corporate Center, Charlotte, North Carolina 28255 (Address of principal executive offices) (Zip code) -------------------- Subordinated Debt Securities (Title of the indenture securities) 1. General Information. Furnish the following information as to the trustee-- Name and address of each examining or supervising authority to which it is subject. Superintendent of Banks of the State of New York 2 Rector Street 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, N.Y. 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. (See Note on page 4.) 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 Rule 24 of the Commission's Rules of Practice. (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 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 No. 33-44051.) (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. NOTE Inasmuch as this Form T-1 is filed prior to the ascertainment by the Trustee of all facts on which to base a responsive answer to Item 2, the answer to said Item is based on incomplete information. Item 2 may, however, be considered as correct unless amended by an amendment to this Form T-1. 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 Jacksonville and the State of Florida, on the 28th day of June, 1996. THE BANK OF NEW YORK By: /s/ Sandra Carreker Sandra Carreker, Agent EXHIBIT 6 TO FORM T-1 CONSENT OF TRUSTEE Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, in connection with the proposed issuance of NationsBank Corporation. Subordinated Debt Securities, The Bank of New York hereby consents that reports of examinations by Federal, State, Territorial or District Authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. THE BANK OF NEW YORK By: /s/ Sandra Carreker Sandra Carreker, Agent EXHIBIT 7 TO FORM T-1 Consolidated Report of Condition of THE BANK OF NEW YORK 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 March 31, 1996 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 $ 2,461,550 Interest-bearing balances 835.563 Securities: Held-to-maturity securities 802,064 Available-for-sale securities 2,051,263 Federal funds sold and securities purchased under agreements to resell in domestic offices of the bank: Federal funds sold 3,885,475 Securities purchased under agreements to resell Loans and lease financing receivables: Loans and leases, net of unearned income . . . . 27,820,159 LESS: Allowance for loan and lease losses . . . . . . . . . 509,817 LESS: Allocated transfer risk reserve . . . . . . . . . 1,000 Loans and leases, net of unearned income and allowance and reserve 27,309,342 Assets held in trading accounts 837,118 Premises and fixed assets (including capitalized leases) 614,567 Other real estate owned 51,631 Investments in unconsolidated subsidiaries and associated companies 225,158 Customers' liability to this bank on acceptances outstanding 800,375 Intangible assets 436,668 Other assets 1,247,908 Total assets $41,558,682 LIABILITIES Deposits: In domestic offices $18,851,327 Noninterest-bearing 7,102,645 Interest-bearing 11,748,682 In foreign offices, Edge and Agreement subsidiaries, and IBFs 10,965,604 Noninterest-bearing 37,855 Interest-bearing 10,927,749 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 1,224,886 Securities sold under agreements to repurchase 29,728 Demand notes issued to the U.S. Treasury 118,870 Trading liabilities 673,944 Other borrowed money: With original maturity of one year or less 2,713,248 With original maturity of more than one year 20,780 Bank's liability on acceptances executed and outstanding 803,292 Subordinated notes and debentures 1,022,860 Other liabilities 1,590,564 Total liabilities 38,015,103 EQUITY CAPITAL Common stock 942,284 Surplus 525,666 Undivided profits and capital reserves 2,078,197 Net unrealized holding gains (losses) on available-for-sale securities 3,197 Cumulative foreign currency translation adjustments (5,765) Total equity capital 3,543,579 Total liabilities and equity capital $41,558,682 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. J. Carter Bacot ) Thomas A. Renyi ) Directors Alan R. Griffith )