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) |___| ------------------ 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 Highwoods Center, 2nd Floor Jacksonville, Florida 32256 Attn: Ms. Sandra Carreker (904) 998-4700 (Name, address and telephone number of agent for service) -------------------- BANK OF AMERICA CORPORATION (Exact name of obligor as specified in its charter) DELAWARE 56-0906609 State or other jurisdiction of (IRS employer incorporation or organization identification no.) Bank of America Corporate Center, Charlotte, North Carolina 28255 (704) 386-5000 (Address and telephone number of principal executive offices) -------------------- 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.) 3-15 Not Applicable 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. 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 Bank of America Corporation 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 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 22nd day of July, 1999. 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, 1999, 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 depository institutions: Noninterest-bearing balances and currency and coin ............................................. $ 4,508,742 Interest-bearing balances ........................................... 4,425,071 Securities: Held-to-maturity securities ......................................... 836,304 Available-for-sale securities ....................................... 4,047,851 Federal funds sold and securities purchased under agreements to resell ................................ 1,743,269 Loans and lease financing receivables: Loans and leases, net of unearned income .......................... 39,349,679 LESS: Allowance for loan and lease losses .................................... 603,025 LESS: Allocated transfer risk reserve .................................... 15,906 Loans and leases, net of unearned income and allowance and reserve .................................. 38,730,748 Assets held in trading accounts .............................................. 1,571,372 Premises and fixed assets (including capitalized leases) ................................................. 685,674 Other real estate owned ...................................................... 10,331 Investments in unconsolidated subsidiaries and associated companies ........................................................... 182,449 Customers' liability to this bank on acceptances outstanding .......................................... 1,184,822 Intangible assets ............................................................ 1,129,636 Other assets ................................................................. 2,632,309 ----------- Total assets ................................................................. $61,688,578 =========== LIABILITIES - ----------- Deposits: In domestic offices ................................................. $25,731,036
Noninterest-bearing ............................... 10,252,589 Interest-bearing .................................. 15,478,447 In foreign offices, Edge and Agreement subsidiaries, and IBFs .................................. 18,756,302 Noninterest-bearing ............................... 111,386 Interest-bearing .................................. 18,644,916 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 ............................................. 3,276,362 Demand notes issued to the U.S. Treasury ....................................................... 230,671 Trading liabilities .......................................................... 1,554,493 Other borrowed money: With remaining maturity of one year or less ........................................................... 1,154,502 With remaining maturity of more than one year through three years ................................. 465 With remaining maturity of more than three years .................................................. 31,080 Bank's liability on acceptances executed and outstanding .......................................... 1,185,364 Subordinated notes and debentures ............................................ 1,308,000 Other liabilities ............................................................ 2,743,590 ----------- Total liabilities ............................................................ 55,971,865 =========== EQUITY CAPITAL - -------------- Common stock ................................................................. 1,135,284 Surplus ...................................................................... 764,443 Undivided profits and capital reserves ............................................................ 3,807,697 Net unrealized holding gains (losses) on available-for-sale securities .................................... 44,106 Cumulative foreign currency translation adjustments ............................................. ( 34,817) ----------- Total equity capital ......................................................... 5,716,713 ----------- Total liabilities and equity capital ......................................... $61,688,578 ===========
I, Thomas J. Masiro, 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. Masiro 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. Thomas A. Renyi ) Gerald L. Hassell ) Directors Allen R. Griffith )