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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 Not applicable because, to the best of Trustee's
knowledge, the Trustee is not a trustee under any other
indenture under which any other securities or certificates of
interest or participation in any other securities of the
obligor are outstanding and there is not, nor has there been,
a default with respect to securities issued under this
indenture.
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. Report of Condition of the Trustee as of March 31, 2004,
published pursuant to law or the requirements of its
supervising or examining authority, attached as Exhibit 7.
8. Not applicable.
9. Not applicable.
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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: // Patrick J. Crowley
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Name: Patrick J. Crowley
Title: Vice President
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EXHIBIT 7
U.S. BANK TRUST NATIONAL ASSOCIATION
STATEMENT OF FINANCIAL CONDITION
AS OF MARCH 31, 2004
($000'S)
3/31/2004
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ASSETS
Cash and Due From Depository Institutions $384,222
Fixed Assets 532
Intangible Assets 113,634
Other Assets 28,853
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TOTAL ASSETS $527,241
LIABILITIES
Other Liabilities $16,579
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TOTAL LIABILITIES $16,579
EQUITY
Common and Preferred Stock $1,000
Surplus 505,932
Undivided Profits 3,730
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TOTAL EQUITY CAPITAL $510,662
TOTAL LIABILITIES AND EQUITY CAPITAL $527,241
Date: August 2, 2004
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