NORFOLK SOUTHERN CORP (Form: 8-K, Received: 05/18/2005 09:50:10)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):
May 18, 2005 (May 17, 2005)

NORFOLK SOUTHERN CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

                                    Virginia
                 (State or Other Jurisdiction of Incorporation)

        1-8339                                            52-1188014
(Commission File Number)                       (IRS Employer Identification No.)

  Three Commercial Place, Norfolk, Virginia                  23510-9241
   (Address of Principal Executive Offices)                  (Zip Code)

                                 (757) 629-2680

Registrant's Telephone Number, Including Area Code

No Change
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act

(17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act

(17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On May 17, 2005, Norfolk Southern Corporation (the "Corporation") issued $350.0 million aggregate principal amount of new unsecured 5.64% notes due 2029 (the "Notes due 2029") and $366.6 million aggregate principal amount of new unsecured 5.59% notes due 2025 (the "Notes due 2025" and together with the Notes due 2029, the "New Notes"). The New Notes were issued in connection with the Corporation's offer to exchange the New Notes and cash for: (i) up to $350 million of its outstanding 7.80% notes due 2027, (ii) up to $200 million of its outstanding 7.25% notes due 2031 and (iii) any and all of its 9.00% notes due 2021, as more fully described in the prospectuses dated April 15, 2005.

The Notes due 2025 were issued under the Tenth Supplemental Indenture, dated as of May 17, 2005, between the Corporation and U.S. Bank Trust National Association, as successor trustee (the "Trustee"), to the Indenture, dated as of January 15, 1991 (the "Base Indenture"), between the Corporation and the Trustee, as supplemented from time to time.

The Notes due 2029 were issued under the Eleventh Supplemental Indenture, dated May 17, 2005, between the Corporation and the Trustee, to the Base Indenture, between the Corporation and the Trustee, as supplemented from time to time.

The Tenth and Eleventh Supplemental Indentures are filed herewith as Exhibits 99.1 and 99.2, respectively.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.           Description
-----------           -----------

      99.1            Tenth Supplemental Indenture, dated as of May 17, 2005,
                      between Norfolk Southern Corporation and U.S. Bank
                      Trust National Association, as Trustee.

      99.2            Eleventh Supplemental Indenture, dated as of May 17, 2005,
                      between Norfolk Southern Corporation and U.S.
                      Bank Trust National Association, as Trustee.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NORFOLK SOUTHERN CORPORATION
(Registrant)

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

Date:  May 18, 2005

EXHIBIT INDEX

99.1            Tenth Supplemental Indenture, dated as of May 17, 2005,
                between Norfolk Southern Corporation and U.S. Bank
                Trust National Association, as Trustee.

99.2            Eleventh Supplemental Indenture, dated as of May 17, 2005,
                between Norfolk Southern Corporation and U.S.
                Bank Trust National Association, as Trustee.

Exhibit 99.1

TENTH SUPPLEMENTAL INDENTURE

between

NORFOLK SOUTHERN CORPORATION

and

U. S. BANK TRUST NATIONAL
ASSOCIATION

Dated as of May 17, 2005

                                            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

TENTH SUPPLEMENTAL INDENTURE
between

NORFOLK SOUTHERN CORPORATION

and

U.S. BANK TRUST NATIONAL ASSOCIATION

Dated as of May 17, 2005

TENTH SUPPLEMENTAL INDENTURE, dated as of May 17, 2005 (the "Tenth 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 5.59% Notes due 2025 (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 Tenth Supplemental Indenture; and

WHEREAS, (a) the Corporation has requested that the Trustee execute and deliver this Tenth Supplemental Indenture pursuant to Sections 301 and 801 of the Base Indenture, (b) all requirements necessary to make this Tenth 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 Tenth 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 Tenth Supplemental Indenture;

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

(d) a reference to a Section or Article is to a Section or Article of this Tenth 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 5.59% Senior Notes due 2025. The aggregate principal amount of the new series of Securities authorized by this Supplemental Indenture shall be limited to $450,000,000 (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 Tenth 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, 2025 (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.

(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 Tenth 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 Tenth 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 $450,000,000 may, upon execution of this Tenth 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 Tenth Supplemental Indenture, is in all respects ratified and confirmed, and this Tenth 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 Tenth Supplemental Indenture.

Section 703 Governing Law.

This Tenth 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 Tenth 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 Tenth Supplemental Indenture or of the Notes, but this Tenth 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 Tenth 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.

IN WITNESS WHEREOF, the parties hereto have caused this Tenth 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

EXHIBIT A

(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 AW 8

NORFOLK SOUTHERN CORPORATION

NOTE
DUE MAY 17, 2025

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 Sixty Six Million Six Hundred Twenty Thousand Dollars ($366,620,000) on May 17, 2025 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 5.59% 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 5.59% 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 5.59% 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 Tenth 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 Tenth 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 Tenth 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.

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:_______________________

(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 Tenth Supplemental Indenture, dated as of May 17, 2005 (the "Tenth Supplemental Indenture"), between the Corporation and the Trustee, to which Base Indenture and the Tenth 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 Tenth 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 Tenth 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 Tenth Supplemental Indenture and no provision of this Note or of the Base Indenture or the Tenth 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 Tenth Supplemental Indenture shall have the meanings assigned to them therein.

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

Exhibit 99.2

ELEVENTH SUPPLEMENTAL INDENTURE

between

NORFOLK SOUTHERN CORPORATION

and

U. S. BANK TRUST NATIONAL
ASSOCIATION

Dated as of May 17, 2005

                                       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

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, 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:

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;

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