Exhibit 25.4
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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) ________
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THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
____________________________________________
CSX Corporation
(Exact name of obligor as specified in its charter)
Virginia 62-1051971
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
One James Center
901 East Cary Street
Richmond, Virginia 23219
(Address of principal executive offices) (Zip Code)
_________________________________________________________
CSX Corporation guarantee
With respect to Trust Preferred Securities of
CSX Capital Trust I
(Title of the indenture securities)
___________________________________________________________________
GENERAL
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.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
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Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-76439, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
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.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, 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 16th day of May, 2001.
THE CHASE MANHATTAN BANK
By /s/ Ronald J. Halleran
--------------------------------
/s/ Ronald J. Halleran
Assistant Vice President
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Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 2000, 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 Millions
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin........................................................ $ 22,648
Interest-bearing balances................................................ 6,608
Securities:................................................................
Held to maturity securities................................................ 556
Available for sale securities.............................................. 66,556
Federal funds sold and securities purchased under agreements to resell..... 35,508
Loans and lease financing receivables:
Loans and leases, net of unearned income................................. $158,034
Less: Allowance for loan and lease losses................................ 2,399
Less: Allocated transfer risk reserve.................................... 0
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Loans and leases, net of unearned income, allowance, and reserve......... 155,635
Trading Assets............................................................. 59,802
Premises and fixed assets (including capitalized leases)................... 4,398
Other real estate owned.................................................... 20
Investments in unconsolidated subsidiaries and associated companies........ 338
Customers' liability to this bank on acceptances outstanding............... 367
Intangible assets.......................................................... 4,794
Other assets............................................................... 19,886
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TOTAL ASSETS............................................................... $377,116
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LIABILITIES
Deposits
In domestic offices................................................................... $132,165
Noninterest-bearing .................................................................. $ 54,608
Interest-bearing ..................................................................... 77,557
In foreign offices, Edge and Agreement subsidiaries and IBF's......................... 106,670
Noninterest-bearing .................................................................... $ 6,059
Interest-bearing...................................................................... 100,611
Federal funds purchased and securities sold under agreements to repurchase.............. 45,967
Demand notes issued to the U.S. Treasury................................................ 500
Trading liabilities..................................................................... 41,384
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less....................................... 6,722
With a remaining maturity of more than one year through three years................. 0
With a remaining maturity of more than three years.................................. 276
Bank's liability on acceptances executed and outstanding................................ 367
Subordinated notes and debentures....................................................... 6,349
Other liabilities....................................................................... 14,515
TOTAL LIABILITIES....................................................................... 354,915
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock............................................................................ 1,211
Surplus (exclude all surplus related to preferred stock)............................... 12,614
Undivided profits and capital reserves.................................................. 8,658
Net unrealized holding gains (losses) on available-for-sale securities.................. (298)
Accumulated net gains (losses) on cash flow hedges...................................... 0
Cumulative foreign currency translation adjustments..................................... 16
TOTAL EQUITY CAPITAL.................................................................... 22,201
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TOTAL LIABILITIES AND EQUITY CAPITAL.................................................... $377,116
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I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
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 in-structions
issued by the appropriate Federal regulatory authority and is true and correct.
DOUGLAS A. WARNER III )
WILLIAM B. HARRISON JR. )DIRECTORS
ELLEN V. FUTTER )