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) ----------- MARINE MIDLAND BANK (Exact name of trustee as specified in its charter) New York 16-1057879 (Jurisdiction of incorporation (I.R.S. Employer or organization if not a U.S. Identification No.) national bank) 140 Broadway, New York, N.Y. 10005-1180 (212) 658-1000 (Zip Code) (Address of principal executive offices) WELLS FARGO & COMPANY (Exact name of obligor as specified in its charter) Delaware 13-2553920 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 420 Montgomery Street San Francisco, California 94163 (415) 477-1000 (Zip Code) (Address of principal executive offices) FIRST MORTGAGE BONDS (Title of Indenture Securities) GENERAL Item 1. General Information. ___________________ Furnish the following information as to the trustee: (a) Name and address of each examining or supervisory authority to which it is subject. State of New York Banking Department. Federal Deposit Insurance Corporation, Washington, D.C. Board of Governors of the Federal Reserve System, Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with Obligor. _________________________ If the obligor is an affiliate of the trustee, describe each such affiliation. None Item 16. List of Exhibits. ________________ Exhibit _______ T1A(i) * - Copy of the Organization Certificate of Marine Midland Bank. T1A(ii) * - Certificate of the State of New York Banking Department dated December 31, 1993 as to the authority of Marine Midland Bank to commence business. T1A(iii) - Not applicable. T1A(iv) * - Copy of the existing By-Laws of Marine Midland Bank as adopted on January 20, 1994. T1A(v) - Not applicable. T1A(vi) * - Consent of Marine Midland Bank required by Section 321(b) of the Trust Indenture Act of 1939. T1A(vii) - Copy of the latest report of condition of the trustee (March 31, 1995), published pursuant to law or the requirement of its supervisory or examining authority. T1A(viii) - Not applicable. T1A(ix) - Not applicable. * Exhibits previously filed with the Securities and Exchange Commission with Registration No. 33-53693 and incorporated herein by reference thereto. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Marine Midland Bank, a banking corporation and trust company organized 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 20th day of June, 1995. MARINE MIDLAND BANK By: FRANK J. GODINO ________________ Frank J. Godino Corporate Trust Officer Exhibit T1A(vii) This form is for use by State Banks only. It should be used for publication purposes only, and should not be returned to the FDIC. - ---------------------- -- ----------- - ---------------------- -- ----------- -- ----------- Federal Reserve Bank Administrator of State Banks - ---------------------- -- ----------- - ---------------------- -- ----------- -- ----------- REPORT OF CONDITION Consolidated Report of Condition of Marine Midland Bank of Buffalo, New York and Foreign and Domestic Subsidiaries, a member of the Federal Reserve Sytem, at the close of business on March 31, 1995, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act. ASSETS Thousands of dollars Cash and balances due from depository institutions: Noninterest-bearing balances currency and coin................................... $ 974,096 Interest-bearing balances .......................... 897,640 Held-to-maturity securities............................ 2,095,379 Available-for-sale securities.......................... 43,753 Federal Funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: Federal funds sold.................................. 782,000 Securities purchased under agreements to resell..... 317,383 ----------- Loans and lease financing receivables: Loans and leases net of unearned income............. 12,647,803 LESS: Allowance for loan and lease losses........... 540,156 LESS: Allocated transfer risk reserve............... 0 ----------- Loans and lease, net of unearned income, allowance, and reserve......................................... 12,107,647 Trading assets......................................... 399,701 Premises and fixed assets (including capitalized leases)................................................ 182,043 Other real estate owned................................ 21,078 Investments in unconsolidated subsidiaries and associated companies................................... 0 Customers' liability to this bank on acceptances outstanding............................................ 20,189 Intangible assets...................................... 61,282 Other assets........................................... 656,014 Total assets........................................... 18,558,205 ----------- LIABILITIES Deposits: In domestic offices................................. 12,873,835 ----------- Noninterest-bearing................................. 2,935,310 Interest-bearing.................................... 9,938,525 ----------- In foreign offices, Edge, and Agreement subsidiaries, and IBFs............................................... 2,509,707 --------- Noninterest-bearing................................. 0 Interest-bearing.................................... 2,509,707 ----------- Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and its Edge and Agreement subsidiaries, and in IBFs: Federal funds purchased............................. 325,438 securities sold under agreements to repurchase...... 412,770 Demand notes issued to the U.S. Treasury............... 94,586 Trading Liabilities.................................... 80,731 Other borrowed money: With original maturity of one year or less.......... 43,408 With original maturity of more than one year........ 0 Mortgage indebtedness and obligations under capitalized leases..................................... 38,288 Bank's liability on acceptances executed and outstanding............................................ 20,189 Subordinated notes and debentures...................... 225,000 Other liabilities...................................... 413,450 Total liabilities...................................... 17,037,402 Limited-life preferred stock and related surplus....... 0 ------------ EQUITY CAPITAL Perpetual preferred stock and related surplus.......... 0 Common Stock........................................... 185,000 Surplus................................................ 1,758,098 Undivided profits and capital reserves................. (422,295) Net unrealized holding gains (losses) on available-for-sale securities.......................... 0 Cumulative foreign currency translation adjustments.... 0 Total equity capital................................... 1,520,803 Total liabilities, limited-life preferred stock, and equity capital......................................... 18,558,205 ------------ I, Gerald A. Ronning, Exec. Vice President & Controller (Name and title of officer authorized to sign report) of the above-named bank 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. /s/ Harold A. Ronning ________________________ Signature of officer authorized to sign report 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 preapared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true and correct. /s/ James H. Cleave ________________________ James H. Cleave Director /s/ B. J. Kennedy ________________________ B. J. Kennedy Director /s/ Henry J. Nowak ________________________ Henry J. Nowak Director