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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)___
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U.S. BANK TRUST NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
41-1973763
I.R.S. Employer Identification No.
300 East Delaware Avenue, 8th Floor
Wilmington, Delaware 19809
(Address of principal executive offices) (Zip Code)
James Vellanti
U.S. Bank Trust National Association
100 Wall Street, Suite 1600
New York, NY 10005
Telephone (212) 361-2506
(Name, address and telephone number of agent for service)
NORFOLK SOUTHERN CORPORATION
(Exact name of obligor as specified in its charter)
Virginia 52-1188014
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
Three Commercial Place 23510-2191
Norfolk, Virginia
(Address of principal executive offices) (Zip Code)
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DEBT SECURITIES
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FORM T-1
Item 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.
Comptroller of the Currency
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
Items 3-15 The Trustee is a Trustee under other Indentures under which securities issued by the obligor are outstanding. There is not and there has not been a default with respect to the securities outstanding under other such Indentures.
Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.
1. A copy of the Articles of Association of the Trustee now in effect, incorporated herein by reference to Exhibit 1 of Form T-1, Document 6 of Registration No. 333-84320.
2. A copy of the certificate of authority of the Trustee to commence business, incorporated herein by reference to Exhibit 2 of Form T-1, Document 6 of Registration No. 333-84320.
3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 of Form T-1, Document 6 of Registration No. 333-84320.
4. A copy of the existing bylaws of the Trustee, as now in effect, incorporated herein by reference to Exhibit 4 of Form T-1, Document 6 of Registration No. 333-113995.
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, incorporated herein by reference to Exhibit 6 of Form T-1, Document 6 of Registration No. 333-84320.
7. A copy of the Report of Condition of the Trustee as of June 30, 2004, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, State of New York on the 2nd day of August, 2004.
U.S. BANK TRUST NATIONAL ASSOCIATION
By: /s/ Patrick J. Crowley
Name: Patrick J. Crowley
Title: Vice President
Exhibit 7
U.S. Bank Trust National Association
Statement of Financial Condition
As of June 30, 2004
($000's)
6/30/2004
Assets
Cash and Due From Depository Institutions $385,910
Fixed Assets 449
Intangible Assets 111,204
Other Assets 29,457
Total Assets $527,020
Liabilities
Other Liabilities $15,052
Total Liabilities $15,052
Equity
Common and Preferred Stock $1,000
Surplus 505,932
Undivided Profits 5,036
Total Equity Capital $511,968
Total Liabilities and Equity Capital $527,020
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To the best of the undersigned's determination, as of this date the above financial information is true and correct.
U.S. Bank Trust National Association
By: /s/_Patrick J. Crowley
Name Patrick J. Crowley
Title Vice President
Date: September 27, 2004
