Norfolk Southern Corp – ‘8-K’ for 5/17/05 – EX-99

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Current Report   —   Form 8-K
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Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     13K 
 2: EX-99       Exhibit 99.1 - Tenth Supplemental Indenture           17±    77K 
 3: EX-99       Exhibit 99.2 - Eleventh Supplemental Indenture        17±    77K 

EX-99   —   Exhibit 99.2 – Eleventh Supplemental Indenture
Exhibit Table of Contents

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                                                                  Exhibit 99.2

ELEVENTH SUPPLEMENTAL INDENTURE 

between 

NORFOLK SOUTHERN CORPORATION  

and 

U. S. BANK TRUST NATIONAL 
ASSOCIATION 

Dated as of May 17, 2005  

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                                       TABLE OF CONTENTS                                                   

                                                                                                       Page
                                                                                                       ----

                                                                                                           
ARTICLE I  DEFINITIONS...................................................................................7 

     Section 101        Definition of Terms..............................................................7 

ARTICLE II GENERAL TERMS AND CONDITIONS OF THE NOTES....................................................10 

     Section 201        Designation and Principal Amount................................................10 
     Section 202        Place of Payment; Security Register for Notes...................................11 
     Section 203        Global Note.....................................................................11 
     Section 204        Interest........................................................................11 

ARTICLE III COVENANTS...................................................................................12 

     Section 301        Limitation on Liens on Stock or Indebtedness of Principal Subsidiaries..........12 
     Section 302        Limitations on Funded Debt......................................................12 

ARTICLE IV REDEMPTION OF THE NOTES......................................................................14 

     Section 401        Notes Redeemable at Option of the Corporation...................................14 
     Section 402        No Sinking Fund.................................................................14 

ARTICLE V FORM OF NOTES.................................................................................14 

     Section 501        Form of Notes...................................................................15 

ARTICLE VI ORIGINAL ISSUE OF NOTES......................................................................15 

     Section 601        Original Issue of Notes.........................................................15 

ARTICLE VII MISCELLANEOUS...............................................................................15 

     Section 701        Ratification of Base Indenture..................................................15 
     Section 702        Trustee Not Responsible for Recitals............................................15 
     Section 703        Governing Law...................................................................15 
     Section 704        Separability....................................................................15 
     Section 705        Counterparts....................................................................16 


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ELEVENTH SUPPLEMENTAL INDENTURE 
between 

NORFOLK SOUTHERN CORPORATION  

and 

U.S. BANK TRUST NATIONAL ASSOCIATION

Dated as of May 17, 2005

  ELEVENTH SUPPLEMENTAL INDENTURE, dated as of May 17, 2005 (the
"Eleventh Supplemental Indenture"), between Norfolk Southern Corporation, a     
Virginia corporation (the "Corporation"), and U.S. Bank Trust National          
Association, formerly known as First Trust of New York National Association, as 
successor trustee (the "Trustee"), under the Indenture, dated as of January 15, 
1991, between the Corporation and the Trustee (as amended or supplemented as of 
the date hereof, the "Base Indenture").                                         

         WHEREAS, the Corporation executed and delivered the Base Indenture to
the Trustee to provide for the future issuance of the Corporation's unsecured   
debt securities (the "Securities") to be issued from time to time in one or     
more series as might be determined by the Corporation under the Base Indenture, 
in an unlimited aggregate principal amount which may be authenticated and       
delivered as provided in the Base Indenture;                                    

         WHEREAS, pursuant to the terms of the Base Indenture, the Corporation
desires to provide for the establishment of a new series of its Securities to   
be known as its 5.64% Notes due 2029 (the "Notes"), the form and substance of   
such series of Notes and the terms, provisions and conditions thereof to be set 
forth as provided in the Base Indenture and this Eleventh Supplemental          
Indenture; and                                                                  

       WHEREAS, (a) the Corporation has requested that the Trustee execute
and deliver this Eleventh Supplemental Indenture pursuant to Sections 301 and   
801 of the Base Indenture, (b) all requirements necessary to make this Eleventh 
Supplemental Indenture a valid instrument in accordance with its terms, and to  
make the Notes, when executed by the Corporation and authenticated and          
delivered by the Trustee, the valid obligations of the Corporation, have been   
performed, and (c) the execution and delivery of this Eleventh Supplemental     
Indenture has been duly authorized in all respects:                             

         NOW THEREFORE, in consideration of the purchase and acceptance of the
Notes by the Holders thereof, and for the purpose of setting forth, as provided 
in the Base Indenture, the form and substance of the Notes and the terms,       
provisions and conditions thereof, the Corporation covenants and agrees with    
the Trustee as follows:                                                         

ARTICLE I     

DEFINITIONS 

Section 101    Definition of Terms.                         
-------------------           

Unless the context otherwise requires:                      

      (a) a term defined in the Base Indenture has the same meaning when
used in this Eleventh Supplemental Indenture;                                   

       (b) a term defined anywhere in this Eleventh Supplemental Indenture
has the same meaning throughout this Eleventh Supplemental Indenture;           

(c) the singular includes the plural and vice versa;        

         (d) a reference to a Section or Article is to a Section or Article of
this Eleventh Supplemental Indenture;                                           

        (e) headings are for convenience of reference only and do not affect
interpretation;                                                                 

   (f) the following terms have the meanings given to them in this
Section 101(f):                                                                 

       "Business Day" means any day except a Saturday, a Sunday or a legal
holiday in the City of New York on which banking institutions are authorized or 
required by law, regulation or executive order to close.                        

      "Capital Lease Obligation" means any obligation arising out of any
lease of property which is required to be classified and accounted for by the   
lessee as a capitalized lease on a balance sheet of such lessee under generally 
accepted accounting principles.                                                 

         "Comparable Treasury Issue" means the United States Treasury security
selected by the Independent Investment Banker as having a maturity most         
comparable to the remaining term of the Notes that would be utilized, at the    
time of selection and in accordance with customary financial practice, in       
pricing new issues of corporate debt securities of maturity comparable to the   
remaining term of the Notes.                                                    

       "Comparable Treasury Price" means (1) the average of five Reference
Treasury Dealer Quotations for such Redemption Date, after excluding the        
highest and lowest Reference Treasury Dealer Quotations, or (2) if the          
Independent Investment Banker obtains fewer than five such Reference Treasury   
Dealer Quotations, the average of all such quotations.                          

    "Consolidated Net Tangible Assets" means, at any date, the total
assets appearing on the most recent consolidated balance sheet of the           
Corporation and Restricted Subsidiaries as at the end of the fiscal quarter of  
the Corporation ending not more than 135 days prior to such date, prepared in   
accordance with generally accepted accounting principles, less (i) all current  
liabilities (due within one year) as shown on such balance sheet, (ii)          
applicable reserves, (iii) investments in and advances to Securitization        
Subsidiaries and Subsidiaries of Securitization Subsidiaries that are           
consolidated on the consolidated balance sheet of the Corporation and its       
Subsidiaries, and (iv) Intangible Assets and liabilities relating thereto.      

       "Depositary", with respect to the Notes, means The Depository Trust
Company or any successor thereto.                                               

       "Funded Debt" means (i) any indebtedness of a Restricted Subsidiary
maturing more than 12 months after the time of computation thereof, (ii)        
guarantees by a Restricted Subsidiary of Funded Debt or of dividends of others  
(except guarantees in connection with the sale or discount of accounts          
receivable, trade acceptances and other paper arising in the ordinary course of 
business), (iii) all preferred stock of such Restricted Subsidiary, and (iv)    
all Capital Lease Obligations of a Restricted Subsidiary.                       

  "Global Note" shall have the meaning set forth in Section 203.

   "Indebtedness" means, at any date, without duplication, (i) all
obligations for borrowed money of a Restricted Subsidiary or any other          
indebtedness of a Restricted Subsidiary, evidenced by bonds, debentures, notes  
or other similar instruments, and (ii) Funded Debt, except such obligations and 
other indebtedness of a Restricted Subsidiary and Funded Debt, if any, incurred 
as a part of a Securitization Transaction.                                      

       "Independent Investment Banker" means Deutsche Bank Securities Inc.
or, if such firm is unwilling or unable to select the Comparable Treasury       
Issue, an independent investment banking institution of national standing in    
the United States appointed by the Trustee after consultation with the          
Corporation.                                                                    

"Intangible Assets" means at any date, the value (net of any
applicable reserves) as shown on or reflected in the most recent consolidated   
balance sheet of the Corporation and the Restricted Subsidiaries as at the end  
of the fiscal quarter of the Corporation ending not more than 135 days prior to 
such date, prepared in accordance with generally accepted accounting            
principles, of: (i) all trade names, trademarks, licenses, patents, copyrights, 
service marks, goodwill and other like intangibles; (ii) organizational and     
development costs; (iii) deferred charges (other than prepaid items, such as    
insurance, taxes, interest, commissions, rents, deferred interest waiver,       
compensation and similar items and tangible assets being amortized); and (iv)   
unamortized debt discount and expense, less unamortized premium.                

       "Interest Payment Date" shall have the meaning set forth in Section
204(a).                                                                         

       "Liens" means such pledges, mortgages, security interests and other
liens, including purchase money liens, on property of the Corporation or any    
Restricted Subsidiary which secure Funded Debt.                                 

       "Maturity Date" shall have the meaning set forth in Section 204(a).

    "Note Interest Rate" shall have the meaning set forth in Section
204(c).                                                                         

  "Obligation" shall mean any indebtedness for money borrowed or
indebtedness evidenced by a bond, note, debenture or other evidence of          
indebtedness.                                                                   

       "Principal Subsidiary" shall mean Norfolk Southern Railway Company.

"Purchase Money Lien" shall mean any mortgage, pledge, lien,
encumbrance, charge or security interest of any kind upon any indebtedness of   
any Principal Subsidiary acquired after the date any Notes are first issued if  
such Purchase Money Lien is for the purpose of financing, and does not exceed,  
the cost to the Corporation or any Subsidiary of acquiring the indebtedness of  
such Principal Subsidiary and such financing is effected concurrently with, or  
within 180 days after, the date of such acquisition.                            

    "Receivables" mean any right of payment from or on behalf of any
obligor, whether constituting an account, chattel paper, instrument, general    
intangible or otherwise, arising, either directly or indirectly, from the       
financing by the Corporation or any Subsidiary of the Corporation of property   
or services, monies due thereunder, security interests in the property and      
services financed thereby and any and all other related rights.                 

       "Reference Treasury Dealer" means Deutsche Bank Securities Inc. and
its successors; provided, however, that if the foregoing ceases to be a primary 
U.S. Government securities dealer in New York, New York (a "Primary Treasury    
Dealer") or otherwise fails to provide a Reference Treasury Dealer Quotation,   
the Corporation will substitute therefor another Primary Treasury Dealer.       

 "Reference Treasury Dealer Quotation" means a quotation for a
Comparable Treasury Issue provided by a Reference Treasury Dealer.              

    "Restricted Subsidiary" means each Subsidiary of the Corporation
other than Securitization Subsidiaries and Subsidiaries of Securitization       
Subsidiaries.                                                                   

         "Securitization Subsidiary" means a Subsidiary of the Corporation (i)
which is formed for the purpose of effecting one or more Securitization         
Transactions and engaging in other activities reasonably related thereto and    
(ii) as to which no portion of the Indebtedness or any other obligations of     
which (a) is guaranteed by any Restricted Subsidiary, or (b) subjects any       
property or assets of any Restricted Subsidiary, directly or indirectly,        
contingently or otherwise, to any lien, other than pursuant to representations, 
warranties and covenants (including those related to servicing) entered into in 
the ordinary course of business in connection with a Securitization Transaction 
and intercompany notes and other forms of capital or credit support relating to 
the transfer or sale of Receivables or asset-backed securities to such          
Securitization Subsidiary and customarily necessary or desirable in connection  
with such transactions.                                                         

   "Securitization Transaction" means any transaction or series of
transactions that have been or may be entered into by the Corporation or any of 
its Subsidiaries in connection with or reasonably related to a transaction or   
series of transactions in which the Corporation or any of its Subsidiaries may  
sell, convey or otherwise transfer to (i) a Securitization Subsidiary or (ii)   
any other Person, or may grant a security interest in, any Receivables or       
asset-backed securities or interest therein (whether such Receivables or        
securities are then existing or arising in the future) of the Corporation or    
any of its Subsidiaries, and any assets related thereto, including, without     
limitation, all security interests in the property or services financed         
thereby, the proceeds of such Receivables or asset- backed securities and any   
other assets which are sold in respect of which security interests are granted  
in connection with securitization transactions involving such assets.           

   "Subsidiary" shall mean an entity a majority of the outstanding
voting stock of which is owned, directly or indirectly, by the Corporation or   
one or more subsidiaries, but does not include Conrail Inc.                     

        "Treasury Yield" means, with respect to any Redemption Date, (1) the
yield, under the heading which represents the average for the immediately       
preceding week, appearing in the most recently published statistical release    
designated "H.15(519)" or any successor publication which is published weekly   
by the Board of Governors of the Federal Reserve System and which establishes   
yields on actively traded United States Treasury securities adjusted to         
constant maturity under the caption "Treasury Constant Maturities," for the     
maturity corresponding to the Comparable Treasury Issue (if no maturity is      
within three months before or after the Remaining Life yields for the two       
published maturities most closely corresponding to the Comparable Treasury      
Issue will be determined and the Treasury Yield will be interpolated or         
extrapolated from such yields on a straight line basis, rounding to the nearest 
month) or (2) if such release (or any successor release) is not published       
during the week preceding the calculation date or does not contain such yields, 
the rate per annum equal to the semi-annual equivalent yield-to-maturity of the 
Comparable Treasury Issue, calculated using a price for the Comparable Treasury 
Issue (expressed as a percentage of its principal amount) equal to the          
Comparable Treasury Price of such redemption date. The Treasury Yield will be   
calculated on the third Business Day preceding the redemption date.             

ARTICLE II

GENERAL TERMS AND CONDITIONS OF THE NOTES 

Section 201    Designation and Principal Amount.            
  --------------------------------

        There is hereby authorized a new series of Securities designated the
5.64% Senior Notes due 2029. The aggregate principal amount of the new series   
of Securities authorized by this Supplemental Indenture shall be limited to     
$350,000,000 (unless the issue of such series of Securities is "reopened"       
pursuant to Section 801(10) of the Base Indenture by issuing additional debt    
Securities of such series), in an amount or amounts and registered in the names 
of such Persons as shall be set forth in any written order of the Corporation   
for the authentication and delivery of Notes pursuant to Section 303 of the     
Base Indenture.                                                                 

 Section 202    Place of Payment; Security Register for Notes.
               ---------------------------------------------

      The Corporation selects New York, New York as the Place of Payment
for the Notes and hereby appoints the Trustee as Security Registrar for the     
Notes.                                                                          

Section 203    Global Note.                                 
-----------                   

         (a) The Notes shall be issued in the form of one or more global Notes
in an aggregate principal amount equal to the aggregate principal amount of all 
outstanding Notes of such series (each, a "Global Note" and together, the       
"Global Notes"), to be registered in the name of the Depositary, or its         
nominee, and delivered by the Trustee to or upon the order of the Depositary    
for crediting to the accounts of its participants pursuant to the instructions  
of the Corporation. The Corporation upon any such presentation shall execute    
one or more Global Notes in such aggregate principal amount and deliver the     
same to the Trustee for authentication and delivery in accordance with the Base 
Indenture and this Eleventh Supplemental Indenture. Payments on Notes issued as 
one or more Global Notes will be made to the Depositary.                        

        (b) A Global Note may be transferred, in whole but not in part, only
to another nominee of the Depositary, or to a successor Depositary selected or  
approved by the Corporation or to a nominee of such successor Depositary.       

Section 204    Interest.                                    
---------                     

  (a) The Notes will bear interest at the Note Interest Rate (as
defined below) from May 17, 2005 until the principal thereof becomes due and    
payable on May 17, 2029 (the "Maturity Date"). Interest on the Notes will be    
payable semi- annually in arrears on May 17 and November 17 of each year,       
commencing November 17, 2005 (each an "Interest Payment Date").                 

         (b) The interest payable on any Interest Payment Date, subject to the
Base Indenture, will be paid to the Person in whose name the Note is registered 
at the close of business on the May 3 and November 3, whether or not a Business 
Day, immediately preceding the Interest Payment Date. Interest and principal    
will be payable in U.S. dollars at the Trustee's New York corporate trust       
office, which is located at 100 Wall Street, Suite 1600, New York, New York     
10005.                                                                          

         (c) The interest rate in respect of the Notes will be 5.64% per annum
(the "Note Interest Rate").                                                     

       (d) In the event that an Interest Payment Date or Maturity Date, as
the case may be, is not a Business Day, then payment of interest or principal,  
as the case may be, payable on such date will be made on the next succeeding    
day which is a Business Day, with the same force and effect as if made on such  
date, and no interest shall accrue on the amount so payable from the period     
from and after such Interest Payment Date or Maturity Date, as the case may be. 
Interest on the Notes will be computed on the basis of a 360-day year           
consisting of twelve 30-day months.                                             

 ARTICLE III

COVENANTS 

  Section 301    Limitation on Liens on Stock or Indebtedness of
                 -----------------------------------------------
Principal Subsidiaries.                                                         
----------------------                                                          

For so long as any Notes issued pursuant to this Eleventh   
Supplemental Indenture are Outstanding, the Corporation will not, nor will it   
permit any Subsidiary to, create, assume, incur or suffer to exist any          
mortgage, pledge, lien, encumbrance, charge or security interest of any kind,   
other than a Purchase Money Lien, upon any stock or indebtedness, whether owned 
on the date any Notes are first issued or thereafter acquired, of any Principal 
Subsidiary, to secure any Obligation (other than the Notes) of the Corporation, 
any Subsidiary or any other person, without in any such case making effective   
provision whereby all of the outstanding Notes shall be directly secured        
equally and ratably with such Obligation. This Section 301 shall not (i) apply  
to any mortgage, pledge, lien, encumbrance, charge or security interest on any  
stock or indebtedness of a corporation existing at the time such corporation    
becomes a Subsidiary, (ii) restrict any other property of the Corporation or    
its Subsidiaries, or (iii) restrict the sale by the Corporation or any          
Subsidiary of any stock or indebtedness of any Subsidiary.                      

Section 302    Limitations on Funded Debt.                  
--------------------------    

For so long as any Notes issued pursuant to this Eleventh   
Supplemental Indenture are Outstanding, the Corporation will not permit any     
Restricted Subsidiary to incur, issue, guarantee or create any Funded Debt      
unless, after giving effect thereto, the sum of the aggregate amount of all     
outstanding Funded Debt of the Restricted Subsidiaries would not exceed an      
amount equal to 15% of Consolidated Net Tangible Assets.                        

         This Section 302 shall not apply to, and there shall be excluded from
Funded Debt in any computation hereto, Funded Debt secured by: (i) Liens on     
real or physical property of any corporation existing at the time such          
corporation becomes a Subsidiary; (ii) Liens on real or physical property       
existing at the time of acquisition thereof incurred within 180 days of the     
time of acquisition thereof (including, without limitation, acquisition through 
merger or consolidation) by the Corporation or any Restricted Subsidiary; (iii) 
Liens on real or physical property thereafter acquired (or constructed) by the  
Corporation or any Restricted Subsidiary and created prior to, at the time of,  
or within 270 days after such acquisition (including, without limitation,       
acquisition through merger or consolidation) (or the completion of such         
construction or commencement of commercial operation of such property,          
whichever is later) to secure or provide for the payment of all or any part of  
the purchase price (or the construction price) thereof; (iv) Liens in favor of  
the Corporation or any Restricted Subsidiary; (v) Liens in favor of the United  
States of America, any State thereof or the District of Columbia, or any        
agency, department or other instrumentality thereof, to secure partial,         
progress, advance or other payments pursuant to any contract or provisions of   
any statute, (vi) Liens incurred or assumed in connection with the issuance of  
revenue bonds the interest on which is exempt from Federal Income taxation      
pursuant to Section 103(b) of the Internal Revenue Code of 1954, as amended;    
(vii) Liens securing the performance of any contract or undertaking not         
directly or indirectly in connection with the borrowing of money, the obtaining 
of advances or credit or the securing of Funded Debt, if made and continuing in 
the ordinary course of business; (viii) Liens incurred (no matter when created) 
in connection with the Corporation's or a Restricted Subsidiary's engaging in   
leveraged or single-investor lease transaction; provided, however, that the     
instrument creating or evidencing any borrowings secured by such Lien will      
provide that such borrowings are payable solely out of the income and proceeds  
of the property subject to such Lien and are not a general obligation of the    
Corporation or such Restricted Subsidiary; (ix) Liens under workers'            
compensation laws, unemployment insurance laws or similar legislation, or good  
faith deposits in connection with bids, tenders, contracts or deposits to       
secure public or statutory obligations of the Corporation or any Restricted     
Subsidiary, or deposits of cash or obligations of the United States of America  
to secure surety, repletion and appeal bonds to which the Corporation or any    
Restricted Subsidiary is a party or in lieu of such bonds, or pledges or        
deposits for similar purposes in the ordinary course of business, or Liens      
imposed by law, such as laborers' or other employees', carriers',               
warehousemen's, mechanics', materialmen's and vendors' Liens and Liens arising  
out of judgments or awards against the Corporation or any Restricted Subsidiary 
with respect to which the Corporation or such Restricted Subsidiary at the time 
shall be prosecuting an appeal or proceedings for review and with respect to    
which it shall have secured a stay of execution pending such appeal or          
proceedings for review, or Liens for taxes not yet subject to penalties for     
nonpayment or the amount or validity of which is being in good faith contested  
by appropriate proceedings by the Corporation or any Restricted Subsidiary, as  
the case may be, or minor survey exceptions, minor encumbrances, easement or    
reservations of, or rights of others for, rights of-way, sewers, electric       
lines, telegraph and telephone lines and other similar purposes, or zoning or   
other restrictions or Liens on the use of real properties which Liens,          
exceptions, encumbrances, easements, reservations, rights and restrictions do   
not, in the opinion of the Corporation, in the aggregate materially detract     
from the value of said properties or materially impair their use in the         
operation of the business of the Corporation and its Restricted Subsidiaries;   
(x) Liens incurred to finance construction, alteration or repair of any real or 
physical property and improvements thereto prior to or within 270 days after    
completion of such construction, alteration or repair; (xi) Liens incurred (no  
matter when created) in connection with a Securitization Transaction; (xii)     
Liens on property (or any Receivable arising in connection with the lease       
thereof) acquired by the Corporation or a Restricted Subsidiary through         
repossession, foreclosure or liens proceeding and existing at the time of the   
repossession, foreclosure, or like proceeding; (xiii) Liens on deposits of the  
Corporation or a Restricted Subsidiary with banks (in the aggregate, not        
exceeding $50 million), in accordance with customary banking practice, in       
connection with the providing by the Corporation or a Restricted Subsidiary of  
financial accommodations to any Person in the ordinary course of business; or   
(xiv) any extension, renewal, refunding or replacement of the foregoing.        

ARTICLE IV  

REDEMPTION OF THE NOTES 

Section 401   Redemption of the Notes at the Option of the  
              ------------------------------------------
Corporation.                                                                    
-----------                                                                     

(a) The Notes at any time from their date of issuance, are  
redeemable, in whole or in part, at the option of the Corporation, upon not     
less than (i) 45 days notice to the Trustee (unless a shorter time shall be     
acceptable to the Trustee for its convenience) and (ii) 30 nor more than 60     
days prior written notice at a Redemption Price as evidenced by an Officer's    
Certificate of the Corporation equal to the greater of (i) 100% of their        
principal amount or (ii) the sum of the present values of the remaining         
scheduled payments of principal and interest thereon discounted to the          
Redemption Date, on a semi-annual basis (assuming a 360-day year consisting of  
twelve 30-day months), at the applicable Treasury Yield plus 20 basis points,   
together with the accrued interest to the Redemption Date; provided, however,   
that interest installments due on an Interest Payment Date which is on or prior 
to the Redemption Date will be payable to those Holders who are Holders of      
record of the Notes (or one or more predecessor Notes) as of the close of       
business on the regular record date preceding such Interest Payment Date.       

         (b) If the Notes are only partially redeemed pursuant to this Section
401, such Notes will be redeemed pro rata or by lot or by any other method      
utilized by the Security Registrar; provided, that if at the time of            
redemption, the Notes are registered as a Global Note, the Depositary shall     
determine, in accordance with its procedures, the principal amount of such      
Notes beneficially held by each Holder of Notes to be redeemed.                 

Section 402    No Sinking Fund.                             
---------------               

  The Notes are not entitled to the benefit of any sinking fund.

ARTICLE V 

FORM OF NOTES 

Section 501    Form of Notes.                               
-------------                 

        The Notes, along with the Trustee's Certificate of Authentication to
be endorsed thereon, are to be substantially in the form attached hereto as     
Exhibit A.                                                                      

ARTICLE VI

ORIGINAL ISSUE OF NOTES 

Section 601    Original Issue of Notes.                     
-----------------------       

        Notes in the initial aggregate principal amount of $350,000,000 may,
upon execution of this Eleventh Supplemental Indenture, be executed by the      
Corporation and delivered to the Trustee for authentication as provided in      
Sections 301 and 303 of the Base Indenture.                                     

ARTICLE VII 

MISCELLANEOUS 

Section 701    Ratification of Base Indenture.              
 -------------------------------

The Base Indenture as further supplemented by this Eleventh 
Supplemental Indenture, is in all respects ratified and confirmed, and this     
Eleventh Supplemental Indenture shall be deemed part of the Base Indenture in   
the manner and to the extent herein and therein provided.                       

Section 702    Trustee Not Responsible for Recitals.        
       -------------------------------------

        The recitals herein contained are made by the Corporation and not by
the Trustee, and the Trustee assumes no responsibility for the correctness      
thereof. The Trustee makes no representation as to the validity or sufficiency  
of this Eleventh Supplemental Indenture.                                        

Section 703    Governing Law.                               
-------------                 

         This Eleventh Supplemental Indenture and the Notes shall be construed
in accordance with and governed by the laws of the State of New York.           

Section 704    Separability.                                
------------                  

        In case any one or more of the provisions contained in this Eleventh
Supplemental Indenture or in the Notes shall for any reason be held to be       
invalid, illegal or unenforceable in any respect, such invalidity, illegality   
or unenforceability shall not affect any other provisions of this Eleventh      
Supplemental Indenture or of the Notes, but this Eleventh Supplemental          
Indenture and the Notes shall be construed as if such invalid or illegal or     
unenforceable provision had never been contained herein or therein.             

Section 705    Counterparts.                                
------------                  

         This Eleventh Supplemental Indenture may be executed in any number of
counterparts each of which shall be an original; but such counterparts shall    
together constitute but one and the same instrument.                            

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    IN WITNESS WHEREOF, the parties hereto have caused this Eleventh
Supplemental Indenture to be duly executed and attested, as of the day and year 
first above written.                                                            

                              NORFOLK SOUTHERN CORPORATION

                          By: /s/ William J. Romig
                                         ---------------------------------
                               Name:  William J. Romig
                                           Title: Vice President and Treasurer

Attest:                                                                         

By: /s/ Dezora M. Martin                                                        
-------------------------------                                           
Name:  Dezora M. Martin                                                 
Title: Corporate Secretary                                              

                          U.S. BANK TRUST NATIONAL
                         ASSOCIATION, as Trustee

                        By:   /s/ P.J. Crowley
                                               ---------------------------------
                                Name: P.J. Crowley
                                    Title:  Vice President

Attest:                                                                         

By: /s/ Beverly A. Freeney                                                      
-------------------------------                                           
Name:   Beverly A. Freeney                                                
Title:  Vice President                                                    

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EXHIBIT A 
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(FORM OF FACE OF NOTE)

       This Note is a Global Note within the meaning of the Base Indenture
hereinafter referred to and is registered in the name of a Depositary or a      
nominee of a Depositary. This Note is exchangeable for Notes registered in the  
name of a person other than the Depositary or its nominee only in the limited   
circumstances described in the Base Indenture, and no transfer of this Note     
(other than a transfer of this Note as a whole by the Depositary to a nominee   
of the Depositary or by a nominee of the Depositary to the Depositary or        
another nominee of the Depositary) may be registered except in limited          
circumstances.                                                                  

        Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York Corporation ("DTC"), to the issuer or its  
agent for registration of transfer, exchange or payment, and any Note issued is 
registered in the name of Cede & Co. or in such other name as is requested by   
an authorized representative of DTC (and any payment is made to Cede & Co. or   
to such other entity as is requested by an authorized representative of DTC),   
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY    
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an  
interest herein.                                                                

No. 001                                                CUSIP No.    655844 AX 6 

NORFOLK SOUTHERN CORPORATION

NOTE
DUE May 17, 2029

        NORFOLK SOUTHERN CORPORATION, a corporation organized under the laws
of the Commonwealth of Virginia (herein called the "Corporation", which term    
includes any successor corporation under the Base Indenture hereinafter         
referred to), for value received, hereby promises to pay to Cede & Co., or      
registered assigns, the principal sum of Three Hundred Fify Million Dollars     
($350,000,000) on May 17, 2029 and to pay interest thereon from May 17, 2005 or 
from the most recent interest payment date to which interest has been paid or   
duly provided for, semi-annually in arrears on May 17 and November 17 of each   
year, commencing November 17, 2005, at a rate of 5.64% per annum until the      
principal hereof is paid or made available for payment, and on any overdue      
principal and premium, if any, at a rate of 5.64% per annum and (without        
duplication and to the extent that payment of such interest is enforceable      
under applicable law) on any overdue installment of interest at a rate of 5.64% 
per annum compounded semi-annually. The interest so payable, and punctually     
paid or duly provided for, on any Interest Payment Date (as defined below)      
shall be calculated as provided in the Base Indenture. In the event that any    
date on which interest is payable on this Note is not a Business Day, then      
payment of interest payable on such date will be made on the next succeeding    
day that is a Business Day, with the same force and effect as if made on such   
date and no interest shall accrue on the amount so payable from the period from 
and after such Interest Payment Date or Maturity Date, as the case may be (each 
date on which interest is actually payable, an "Interest Payment Date"). The    
interest installment so payable, and punctually paid or duly provided for, on   
any Interest Payment Date will, as provided in the Base Indenture, be paid to   
the Person in whose name this Note (or one or more Predecessor Security, as     
defined in said Base Indenture) is registered at the close of business on the   
regular record date for such interest installment, which shall be the close of  
business on the May 3 and November 3 next preceding such Interest Payment Date. 
Any such interest installment not punctually paid or duly provided for shall    
forthwith cease to be payable to the registered Holders on such regular record  
date and may be paid to the Person in whose name this Note (or one or more      
Predecessor Security) is registered at the close of business on a special       
record date to be fixed by the Trustee for the payment of such defaulted        
interest, notice whereof shall be given to the registered Holders of Notes not  
less than 10 days prior to such special record date, or may be paid at any time 
in any other lawful manner not inconsistent with the requirements of any        
securities exchange on which this Note may be listed, and upon such notice as   
may be required by such exchange, all as more fully provided in the Base        
Indenture. The principal of (and premium, if any) and the interest on this Note 
shall be payable at the office or agency of the Trustee maintained for that     
purpose in any coin or currency of the United States of America that at the     
time of payment is legal tender for payment of public and private debts;        
provided, however, that payment of interest may be made, at the option of the   
Corporation and upon prior notice to the Trustee, by check mailed to the        
registered Holder at such address as shall appear in the Security Register or   
by wire transfer to an account designated by a Holder in writing not less than  
10 days prior to the date of payment.                                           

         The indebtedness evidenced by this Note is, to the extent provided in
the Base Indenture, equal in right of payment with all other unsecured and      
unsubordinated indebtedness of the Corporation, and this Note is issued subject 
to the provisions of the Base Indenture as further supplemented by the Eleventh 
Supplemental Indenture with respect thereto. Each Holder of this Note, by       
accepting the same, agrees to and shall be bound by such provisions, and        
authorizes and directs the Trustee on his or her behalf to be bound by such     
provisions. Each Holder hereof, by his or her acceptance hereof, hereby waives  
all notice of the acceptance of the provisions contained herein and in the Base 
Indenture as further supplemented by the Eleventh Supplemental Indenture by     
each Holder of unsecured and unsubordinated indebtedness of the Corporation,    
whether now outstanding or hereafter incurred, and waives reliance by each such 
Holder or creditor upon said provisions.                                        

 This Note shall not be entitled to any benefit under the Base
Indenture or the Eleventh Supplemental Indenture hereinafter referred to, or be 
valid or become obligatory for any purpose until the Certificate of             
Authentication hereon shall have been signed by or on behalf of the Trustee.    

        The provisions of this Note are continued on the reverse side hereof
and such continued provisions shall for all purposes have the same effect as    
though fully set forth at this place.                                           

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        IN WITNESS WHEREOF, the Corporation has caused this instrument to be
executed.                                                                       

                                  NORFOLK SOUTHERN CORPORATION

         By:
                                             ---------------------------------
                 Name:
                  Title:

Attest:                                                                         

By:                                                                             
-------------------------------                                           
Name:                                                                   
Title: Secretary or Assistant Secretary                                 

(FORM OF CERTIFICATE OF AUTHENTICATION) 

CERTIFICATE OF AUTHENTICATION 

           This is one of the Securities (as defined below) of the
series designated therein referred to in the within-mentioned Base Indenture.   

U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee                                

By:__________________________                                                   
Authorized Officer                                                  

Dated:_______________________                                                   

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(FORM OF REVERSE OF NOTE) 

                 This Note is one of a duly authorized series of securities of
the Corporation (herein sometimes referred to as the "Security"), issued or to  
be issued in one or more series under and pursuant to an Indenture dated as of  
January 15, 1991 (as amended or supplemented as of the date hereof, the "Base   
Indenture"), duly executed and delivered between the Corporation and U.S. Bank  
Trust National Association, formerly known as First Trust of New York National  
Association, as successor trustee (the "Trustee"), as further supplemented by   
the Eleventh Supplemental Indenture, dated as of May 17, 2005 (the "Eleventh    
Supplemental Indenture"), between the Corporation and the Trustee, to which     
Base Indenture and the Eleventh Supplemental Indenture reference is hereby made 
for a description of the rights, limitations of rights, obligations, duties and 
immunities thereunder of the Trustee, the Corporation and the Holders of the    
Security. By the terms of the Base Indenture, the Securities are issuable in    
series that may vary as to amount, date of maturity, rate of interest and in    
other respects as provided in the Base Indenture. This Security is the series   
designated on the face hereof (the "Notes") and is limited in aggregate         
principal amount as specified in said Eleventh Supplemental Indenture.          

             This Note may be redeemed in whole at any time or in part
from time to time, at the Corporation's option, at a redemption price equal to  
the greater of (1) 100% of its principal amount or (2) the sum of the present   
values of the remaining scheduled payments of principal and interest on the     
Note to be redeemed discounted to the date of redemption on a semi-annual basis 
(assuming a 360-day year consisting of twelve 30-day months) at the applicable  
Treasury Yield, as defined in the Eleventh Supplemental Indenture, plus 20      
basis points for the Note, plus, accrued and unpaid interest on the principal   
amount being redeemed to the Redemption Date.                                   

       In case an Event of Default, as defined in the Base
Indenture, shall have occurred and be continuing, the principal of all of the   
Notes may be declared due and payable, in the manner, with the effect and       
subject to the conditions provided in the Base Indenture.                       

         The Base Indenture contains provisions permitting the
Corporation and the Trustee, with the consent of the Holders of not less than a 
majority in aggregate principal amount of the Outstanding Security of each      
series affected to execute supplemental indentures for the purpose of adding    
any provisions to the Base Indenture or of modifying in any manner the rights   
of the Holders of the Security; provided, however, that no such supplemental    
indenture shall (i) change the Stated Maturity of the principal of, or any      
installment of principal of or interest on, any Security, or reduce the         
principal amount thereof or any premium payable upon the redemption thereof or  
the rate of interest thereon, or to reduce the amount of principal of an        
Original Issue Discount Security that would be due and payable upon a           
declaration of acceleration of the Maturity thereof pursuant to Section 502 of  
the Base Indenture, or change any Place of Payment where, or the coin or        
currency in which, any Security (or premium, if any, thereon) or the interest   
thereon is payable, or impair the right to institute suit for the enforcement   
of any such payment on or after the Stated Maturity thereof (or, in the case of 
redemption, on or after the Redemption Date); or (ii) reduce the percentage in  
principal amount of the Outstanding Security of any series, the Holders of      
which are required to consent to any such supplemental indenture or to waive    
certain defaults thereunder and their consequences provided for in the Base     
Indenture; or (iii) modify any of the provisions of the Base Indenture relating 
to supplemental indentures that require the consent of the Holders, or the      
waiver of past defaults or the waiver of certain covenants, except to increase  
any such percentage or to provide that certain other provisions of the Base     
Indenture cannot be modified or waived, without the consent of the Holders of   
each Outstanding Security affected thereby. The Base Indenture also contains    
provisions permitting the Holders of not less than a majority in principal      
amount of the Outstanding Security of any series affected thereby, on behalf of 
all of the Holders of the Security of such series, to waive any past Default    
under the Base Indenture, and its consequences, except a Default in the payment 
of the principal of, premium, if any, or interest on any Security of such       
series or a Default in respect of a covenant or provision of the Base Indenture 
which cannot be modified or amended without the consent of the Holder of each   
Outstanding Security of such series affected. Any such consent or waiver by the 
registered Holder of this Note (unless revoked as provided in the Base          
Indenture) shall be conclusive and binding upon such Holder and upon all future 
Holders and owners of this Note and of any Note issued in exchange therefor or  
in place hereof (whether by registration of transfer or otherwise),             
irrespective of whether or not any notation of such consent or waiver is made   
upon this Note.                                                                 

             No reference herein to the Base Indenture or the Eleventh
Supplemental Indenture and no provision of this Note or of the Base Indenture   
or the Eleventh Supplemental Indenture shall alter or impair the obligation of  
the Corporation, which is absolute and unconditional, to pay the principal of   
and premium, if any, and interest on this Note at the time and place and at the 
rate and in the money herein prescribed.                                        

            As provided in the Base Indenture and subject to certain
limitations therein set forth, this Note is transferable by the registered      
Holder hereof on the Security Register of the Corporation, upon surrender of    
this Note for registration of transfer at the office or agency of the Trustee   
in New York, New York duly endorsed by the registered Holder hereof or          
accompanied by a written instrument or instruments of transfer in form          
satisfactory to the Corporation and the Security Registrar duly executed by the 
registered Holder hereof or his attorney duly authorized in writing, and        
thereupon one or more new Notes of this series of authorized denominations and  
for the same aggregate principal amount will be issued to the designated        
transferee or transferees.                                                      

                 No service charge will be made for any such transfer, but the
Corporation may require payment of a sum sufficient to cover any tax or other   
governmental charge payable in relation thereto.                                

             Prior to due presentment of this Note for registration of
transfer of this Note, the Corporation, the Trustee, and any agent of the       
Corporation or the Trustee may treat the registered Holder hereof as the owner  
hereof (whether or not this Note shall be overdue) and neither the Corporation, 
the Trustee nor any such agent shall be affected by notice to the contrary.     

                No recourse shall be had for the payment of the principal of
or the interest on this Note, or for any claim based hereon, or otherwise in    
respect hereof, or based on or in respect of the Base Indenture, against any    
incorporator, stockholder, officer or director, past, present or future, as     
such, of the Corporation or of any predecessor or successor corporation,        
whether by virtue of any constitution, statute or rule of law, or by the        
enforcement of any assessment or penalty or otherwise, all such liability       
being, by the acceptance hereof and as part of the consideration for the        
issuance hereof, expressly waived and released.                                 

          The Notes are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. This      
Global Note is exchangeable for Notes in definitive form only under certain     
limited circumstances set forth in the Base Indenture. Notes so issued are      
issuable only in registered form without coupons in denominations of $1,000 and 
any integral multiple thereof. As provided in the Base Indenture and subject to 
certain limitations herein and therein set forth, Notes of this series so       
issued are exchangeable for a like aggregate principal amount of Notes of a     
different authorized denomination, as requested by the Holder surrendering the  
same.                                                                           

            All terms used in this Note that are defined in the Base
Indenture or the Eleventh Supplemental Indenture shall have the meanings        
assigned to them therein.                                                       

               THE BASE INDENTURE, THE ELEVENTH SUPPLEMENTAL INDENTURE AND
THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE 
STATE OF NEW YORK.                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		5/17/29		3		5
		11/17/05		3		5			4
Filed on:		5/18/05
For Period End:		5/17/05		1		7
									List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/05/24  Norfolk Southern Corp.            10-K       12/31/23  117:12M
 2/03/23  Norfolk Southern Corp.            10-K       12/31/22  117:15M
 2/04/22  Norfolk Southern Corp.            10-K       12/31/21  120:12M
 2/04/21  Norfolk Southern Corp.            10-K       12/31/20  120:14M