================================================================================ 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) NATIONSBANK CORPORATION (EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER) NORTH CAROLINA 56-0906609 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) NATIONSBANK CORPORATION NATIONSBANK CORPORATE CENTER CHARLOTTE, NORTH CAROLINA 28255 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) ---------------------- GUARANTEE OF PREFERRED SECURITIES OF NB CAPITAL TRUST V (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 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 (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. (SEE NOTE ON PAGE 3.) 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 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. -2- 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. -3- 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 17TH DAY OF DECEMBER, 1996. THE BANK OF NEW YORK BY: /S/PAUL J. SCHMALZEL NAME: PAUL J. SCHMALZEL TITLE: ASSISTANT TREASURER -4- Exhibit 7 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 June 30, 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 ASSETS in Thousands Cash and balances due from depos- itory institutions: Noninterest-bearing balances and currency and coin .................. $ 3,650,068 Interest-bearing balances .......... 738,260 Securities: Held-to-maturity securities ........ 784,969 Available-for-sale securities ...... 2,033,407 Federal funds sold and securities purchased under agreements to resell in domestic offices of the bank: Federal funds sold ................... 3,699,232 Securities purchased under agreements to resell ................. 20,000 Loans and lease financing receivables: Loans and leases, net of unearned income .................28,109,045 LESS: Allowance for loan and lease losses ..............586,658 LESS: Allocated transfer risk reserve........................429 Loans and leases, net of unearned income, allowance, and reserve 27,521,958 Assets held in trading accounts ...... 678,844 Premises and fixed assets (including capitalized leases) ................ 608,217 Other real estate owned .............. 50,599 Investments in unconsolidated subsidiaries and associated companies .......................... 235,670 Customers' liability to this bank on acceptances outstanding ............ 904,948 Intangible assets .................... 450,230 Other assets ......................... 1,299,464 ----------- Total assets ......................... $42,675,866 =========== LIABILITIES Deposits: In domestic offices ................ $19,223,050 Noninterest-bearing .......7,675,758 Interest-bearing .........11,547,292 In foreign offices, Edge and Agreement subsidiaries, and IBFs ... 11,527,685 Noninterest-bearing ..........48,502 Interest-bearing .........11,479,183 Federal funds purchased and secu- rities sold under agreements to re- purchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: Federal funds purchased ............ 1,498,351 Securities sold under agreements to repurchase .................... 126,974 Demand notes issued to the U.S. Treasury ........................... 231,865 Trading liabilities .................. 479,390 Other borrowed money: With original maturity of one year or less .......................... 2,521,578 With original maturity of more than one year ......................... 20,780 Bank's liability on acceptances exe- cuted and outstanding .............. 905,850 Subordinated notes and debentures .... 1,020,400 Other liabilities .................... 1,543,657 ----------- Total liabilities .................... 39,099,580 ----------- EQUITY CAPITAL Common stock ........................ 942,284 Surplus ............................. 525,666 Undivided profits and capital reserves .......................... 2,124,231 Net unrealized holding gains (losses) on available-for-sale securities ........................ ( 8,063) Cumulative foreign currency transla- tion adjustments .................. ( 7,832) ----------- Total equity capital ................ 3,576,286 ----------- Total liabilities and equity capital ........................... $42,675,866 =========== 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 Alan R. Griffith Directors Thomas A. Renyi