ex10-2.htm


    
      Exhibit 10.2
    

    
    

    
      
        

      

      
        	
                
                  
                    Commercial
                    Paper

                  
                    Dealer
                    Agreement

                

              


      

      
        

      

      
        4(2)
        Program - Domestic Issuer

      
        

      

      
        

        
          

        

        
          Between:

        
        

        
        

        
        

        
          NORFOLK SOUTHERN
          CORPORATION, as Issuer, and

        
        

        
          GOLDMAN, SACHS & CO.,
          as Dealer

        
        

        
          Concerning
          Notes to be issued pursuant to an Issuing and Paying Agency Agreement
          dated  as
          of May 1, 1990, between the Issuer and JPMorgan Chase Bank. N.A.
          (successor to Morgan Guaranty Trust
          Company of New York), as Issuing and Paying Agent 

        
        

        
          Dated
          as of

        
        

        
             
                        
          January 23, 2008                                    

        
        

        
          Commercial
          Paper Dealer Agreement

        
          4(2)
          Program

        
        

        
          This
          agreement (the “Agreement”) sets forth the understandings
          between the Issuer and the Dealer, each named on the cover page
          hereof, in connection with the issuance and sale by the Issuer of its
          short-term promissory notes (the “Notes”) through the
          Dealer.

        
        

        
          Certain
          terms used in this Agreement are defined in Section 6 hereof.

        
        

        
          The
          Addendum to this Agreement, and any Annexes or Exhibits described in
          this Agreement or such Addendum, are hereby incorporated into this
          Agreement and made fully a part hereof.

        
        

        
          	
                  
                    1.  

                	
                  
                    Offers,
                    Sales and Resales of Notes.

                


        

        
          

        

        
          	
                  
                    1.1.  

                	
                  
                    While
                    (i) the Issuer has and shall have no obligation to sell the
                    Notes to the Dealer or to permit the Dealer to arrange any
                    sale of the Notes for the account of the Issuer, and (ii)
                    the Dealer has and shall have no obligation to purchase the
                    Notes from the Issuer or to arrange any sale of the Notes
                    for the account of the Issuer, the parties hereto agree that
                    in any case where the Dealer purchases Notes from the
                    Issuer, or arranges for the sale of Notes by the Issuer,
                    such Notes will be purchased or sold by the Dealer in
                    reliance on the representations, warranties, covenants and
                    agreements of the Issuer contained herein or made pursuant
                    hereto and on the terms and conditions and in the manner
                    provided herein.

                


        

        
        

        
        

        
          
             

          

          
            
              1

            
              

            

          

          
             

          

        

        
        

        
          	
                  
                    1.2.  

                	
                  
                    So
                    long as this Agreement shall remain in effect, and in
                    addition to the limitations contained in Section 1.7 hereof,
                    the Issuer shall not, without the consent of the Dealer,
                    offer, solicit or accept offers to purchase, or sell, any
                    Notes except (a) in transactions with one or more dealers
                    which may from time to time after the date hereof become
                    dealers with respect to the Notes by executing with the
                    Issuer one or more agreements which contain provisions
                    substantially identical to those contained in Section 1 of
                    this Agreement, of which the Issuer hereby undertakes to
                    provide the Dealer prompt notice or (b) in transactions with
                    the other dealers listed on the Addendum hereto, which are
                    executing agreements with the Issuer which contain
                    provisions substantially identical to Section 1 of this
                    Agreement contemporaneously herewith.  In no event
                    shall the Issuer offer, solicit or accept offers to
                    purchase, or sell, any Notes directly on its own behalf in
                    transactions with persons other than broker-dealers as
                    specifically permitted in this Section 1.2.

                


        

        
        

        
          	
                  
                    1.3.  

                	
                  
                    The
                    Notes shall be in a minimum denomination of $250,000 or
                    integral multiples of $1,000 in excess thereof, will bear
                    such interest rates, if interest bearing, or will be sold at
                    such discount from their face amounts, as shall be agreed
                    upon by the Dealer and the Issuer, shall have a maturity not
                    exceeding 397 days from the date of issuance and may have
                    such terms as are specified in Exhibit C hereto or the
                    Private Placement Memorandum. The Notes shall not contain
                    any provision for extension, renewal or automatic “rollover.”

                


        

        
        

        
          	
                  
                    1.4.  

                	
                  
                    The
                    authentication and issuance of, and payment for, the Notes
                    shall be effected in accordance with the Issuing and Paying
                    Agency Agreement, and the Notes shall be either individual
                    physical certificates or book-entry notes evidenced by one
                    or more master notes (each, a “Master Note”)
                    registered in the name of The Depository Trust Company (“DTC”)
                    or its nominee.

                


        

        
        

        
          	
                  
                    1.5.  

                	
                  
                    If
                    the Issuer and the Dealer shall agree on the terms of the
                    purchase of any Note by the Dealer or the sale of any Note
                    arranged by the Dealer (including, but not limited to,
                    agreement with respect to the date of issue, purchase price,
                    principal amount, maturity and interest rate or interest
                    rate index and margin (in the case of interest-bearing
                    Notes) or discount thereof (in the case of Notes issued on a
                    discount basis), and appropriate compensation for the Dealer’s
                    services hereunder) pursuant to this Agreement, the Issuer
                    shall cause such Note to be issued and delivered in
                    accordance with the terms of the Issuing and Paying Agency
                    Agreement and payment for such Note shall be made by the
                    purchaser thereof, either directly or through the Dealer, to
                    the Issuing and Paying Agent, for the account of the Issuer.  Except
                    as otherwise agreed, in the event that the Dealer is acting
                    as an agent and a purchaser shall either fail to accept
                    delivery of or make payment for a Note on the date fixed for
                    settlement, the Dealer shall promptly notify the Issuer, and
                    if the Dealer has theretofore paid the Issuer for the Note,
                    the Issuer will promptly return such funds to the Dealer
                    against its return of the Note to the Issuer, in the case of
                    a certificated Note, and upon notice of such failure in the
                    case of a book-entry Note.  If such failure
                    occurred for any reason other than default by the Dealer,
                    the Issuer agrees to reimburse the Dealer on an equitable
                    basis for the Dealer’s loss of the use of such funds
                    for the period such funds were credited to the Issuer’s
                    account.

                


        

        
        

        
        

        
          
             

          

          
            
              2

            
              

            

          

          
             

          

        

        
        

        
          	
                  
                    1.6.  

                	
                  
                    The
                    Dealer and the Issuer hereby establish and agree to observe
                    the following procedures, and only the following procedures,
                    in connection with offers, sales and subsequent resales or
                    other transfers of the Notes:

                


        

        
        

        
          	
                  
                    (a)  

                	
                  
                    Offers
                    and sales of the Notes by or through the Dealer shall be
                    made only to: (i) investors reasonably believed by the
                    Dealer to be Qualified Institutional Buyers, Institutional
                    Accredited Investors or Sophisticated Individual Accredited
                    Investors and (ii) non-bank fiduciaries or agents that will
                    be purchasing Notes for one or more accounts, each of which
                    is reasonably believed by the Dealer to be an Institutional
                    Accredited Investor or Sophisticated Individual Accredited
                    Investor.

                


        

        
        

        
          	
                  
                    (b)  

                	
                  
                    Resales
                    and other transfers of the Notes by the holders thereof
                    shall be made only in accordance with the restrictions in
                    the legend described in clause (e) below.

                


        

        
        

        
          	
                  
                    (c)  

                	
                  
                    No
                    general solicitation or general advertising shall be used in
                    connection with the offering of the Notes.  Without
                    limiting the generality of the foregoing, without the prior
                    written approval of the Dealer (not to be unreasonably
                    withheld or delayed), the Issuer shall not issue any press
                    release or place or publish any “tombstone” or
                    other advertisement relating to the Notes.

                


        

        
        

        
          	
                  
                    (d)  

                	
                  
                    No
                    sale of Notes to any one purchaser shall be for less than
                    $250,000 principal or face amount, and no Note shall be
                    issued in a smaller principal or face amount.  If
                    the purchaser is a non-bank fiduciary acting on behalf of
                    others, each person for whom such purchaser is acting must
                    purchase at least $250,000 principal or face amount of
                    Notes.

                


        

        
        

        
          	
                  
                    (e)  

                	
                  
                    Offers
                    and sales of the Notes by the Issuer through the Dealer
                    acting as agent for the Issuer shall be made in accordance
                    with Rule 506 under the Securities Act, and shall be subject
                    to the restrictions described in the legend appearing on
                    Exhibit A hereto.  A legend substantially to the
                    effect of such Exhibit A shall appear as part of the Private
                    Placement Memorandum used in connection with offers and
                    sales of Notes hereunder, as well as on each individual
                    certificate representing a Note and each Master Note
                    representing book-entry Notes offered and sold pursuant to
                    this Agreement.

                


        

        
        

        
          	
                  
                    (f)  

                	
                  
                    The
                    Dealer shall furnish or shall have furnished to each
                    purchaser of Notes for which it has acted as the dealer a
                    copy of the then-current Private Placement Memorandum unless
                    such purchaser has previously received a copy of the Private
                    Placement Memorandum as then in effect.  The
                    Private Placement Memorandum shall expressly state that any
                    person to whom Notes are offered shall have an opportunity
                    to ask questions of, and receive information from the Issuer
                    and the Dealer and shall provide the names, addresses and
                    telephone numbers of the persons from whom information
                    regarding the Issuer may be obtained.

                


        

        
        

        
          	
                  
                    (g)  

                	
                  
                    The
                    Issuer agrees for the benefit of the Dealer and each of the
                    holders and prospective purchasers from time to time of the
                    Notes that, if at any time the Issuer shall not be subject
                    to Section 13 or 15(d) of the Exchange Act, the Issuer will
                    furnish, upon request and at its expense, to the Dealer and
                    to holders and prospective purchasers of Notes information
                    required by Rule 144A(d)(4)(i) in compliance with Rule
                    144A(d).

                


        

        
        

        
        

        
          
             

          

          
            
              3

            
              

            

          

          
             

          

        

        
        

        
          	
                  
                    (h)  

                	
                  
                    In
                    the event that any Note offered or to be offered by the
                    Dealer would be ineligible for resale under Rule 144A, the
                    Issuer shall immediately notify the Dealer (by telephone,
                    confirmed in writing) of such fact and shall promptly
                    prepare and deliver to the Dealer an amendment or supplement
                    to the Private Placement Memorandum describing the Notes
                    that are ineligible, the reason for such ineligibility and
                    any other relevant information relating thereto.

                


        

        
        

        
          	
                  
                    (i)  

                	
                  
                    The
                    Issuer represents that it is not currently issuing
                    commercial paper in the United States market in reliance
                    upon the exemption provided by Section 3(a)(3) of the
                    Securities Act.  The Issuer agrees that, if it
                    shall issue commercial paper after the date hereof in
                    reliance upon such exemption (a) the proceeds from the sale
                    of the Notes will be segregated from the proceeds of the
                    sale of any such commercial paper by being placed in a
                    separate account; (b) the Issuer will institute
                    appropriate corporate procedures to ensure that the offers
                    and sales of notes issued by the Issuer, as the case may be,
                    pursuant to the Section 3(a)(3) exemption are not integrated
                    with offerings and sales of Notes hereunder; and (c) the
                    Issuer will comply with each of the requirements of Section
                    3(a)(3) of the Securities Act in selling commercial paper or
                    other short-term debt securities other than the Notes in the
                    United States.

                


        

        
        

        
          	
                  
                    1.7.  

                	
                  
                    The
                    Issuer hereby represents and warrants to the Dealer, in
                    connection with offers, sales and resales of Notes, as
                    follows:

                


        

        
        

        
          	
                  
                    (a)  

                	
                  
                    The
                    Issuer hereby confirms to the Dealer that (except as
                    permitted by Section 1.6(i)) within the preceding six months
                    neither the Issuer nor any person other than the Dealer or
                    the other dealers referred to in Section 1.2 hereof acting
                    on behalf of the Issuer has offered or sold any Notes, or
                    any substantially similar security of the Issuer (including,
                    without limitation, medium-term notes issued by the Issuer),
                    to, or solicited offers to buy any such security from, any
                    person other than the Dealer or the other dealers referred
                    to in Section 1.2 hereof.  The Issuer also agrees
                    that (except as permitted by Section 1.6(i)), as long as the
                    Notes are being offered for sale by the Dealer and the other
                    dealers referred to in Section 1.2 hereof as contemplated
                    hereby and until at least six months after the offer of
                    Notes hereunder has been terminated, neither the Issuer nor
                    any person other than the Dealer or the other dealers
                    referred to in Section 1.2 hereof (except as contemplated by
                    Section 1.2 hereof) will offer the Notes or any
                    substantially similar security of the Issuer for sale to, or
                    solicit offers to buy any such security from, any person
                    other than the Dealer or the other dealers referred to in
                    Section 1.2 hereof, it being understood that such agreement
                    is made with a view to bringing the offer and sale of the
                    Notes within the exemption provided by Section 4(2) of the
                    Securities Act and Rule 506 thereunder and shall survive any
                    termination of this Agreement.  The Issuer hereby
                    represents and warrants that it has not taken or omitted to
                    take, and will not take or omit to take, any action that
                    would cause the offering and sale of Notes hereunder to be
                    integrated with any other offering of securities, whether
                    such offering is made by the Issuer or some other party or
                    parties.

                


        

        
        

        
        

        
          
             

          

          
            
              4

            
              

            

          

          
             

          

        

        
        

        
          	
                  
                    (b)  

                	
                  
                    The
                    Issuer represents and agrees that the proceeds of the sale
                    of the Notes are not currently contemplated to be used for
                    the purpose of buying, carrying or trading securities within
                    the meaning of Regulation T and the interpretations
                    thereunder by the Board of Governors of the Federal Reserve
                    System.  In the event that the Issuer determines
                    to use such proceeds for the purpose of buying, carrying or
                    trading securities, whether in connection with an
                    acquisition of another company or otherwise, the Issuer
                    shall give the Dealer at least five business days’
                    prior written notice to that effect.  The Issuer
                    shall also give the Dealer prompt notice of the actual date
                    that it commences to purchase securities with the proceeds
                    of the Notes.  Thereafter, in the event that the
                    Dealer purchases Notes as principal and does not resell such
                    Notes on the day of such purchase, to the extent necessary
                    to comply with Regulation T and the interpretations
                    thereunder, the Dealer will sell such Notes either (i) only
                    to offerees it reasonably believes to be Qualified
                    Institutional Buyers or to Qualified Institutional Buyers it
                    reasonably believes are acting for other Qualified
                    Institutional Buyers, in each case in accordance with Rule
                    144A or (ii) in a manner which would not cause a violation
                    of Regulation T and the interpretations thereunder.

                


        

        
        

        
          	
                  
                    2.  

                	
                  
                    Representations
                    and Warranties of the Issuer.

                


        

        
        

        
          	
                  
                  

                	
                  
                    The
                    Issuer represents and warrants that:

                


        

        
        

        
          	
                  
                  

                	
                  
                    2.1

                	
                  
                    The
                    Issuer is a corporation duly organized, validly existing and
                    in good standing under the laws of the jurisdiction of its
                    incorporation and has all the requisite power and authority
                    to execute, deliver and perform its obligations under the
                    Notes, this Agreement and the Issuing and Paying Agency
                    Agreement.

                


        

        
        

        
          	
                  
                  

                	
                  
                    2.2

                	
                  
                    This
                    Agreement and the Issuing and Paying Agency Agreement have
                    been duly authorized, executed and delivered by the Issuer
                    and constitute legal, valid and binding obligations of the
                    Issuer enforceable against the Issuer in accordance with
                    their terms, subject to applicable bankruptcy, insolvency
                    and similar laws affecting creditors’ rights
                    generally, and subject, as to enforceability, to general
                    principles of equity (regardless of whether enforcement is
                    sought in a proceeding in equity or at law).

                


        

        
        

        
          	
                  
                  

                	
                  
                    2.3

                	
                  
                    The
                    Notes have been duly authorized, and when issued as provided
                    in the Issuing and Paying Agency Agreement, will be duly and
                    validly issued and will constitute legal, valid and binding
                    obligations of the Issuer enforceable against the Issuer in
                    accordance with their terms, subject to applicable
                    bankruptcy, insolvency and similar laws affecting creditors’
                    rights generally, and subject, as to enforceability, to
                    general principles of equity (regardless of whether
                    enforcement is sought in a proceeding in equity or at law).

                


        

        
        

        
          	
                  
                  

                	
                  
                    2.4

                	
                  
                    The
                    offer and sale of the Notes in the manner contemplated
                    hereby do not require registration of the Notes under the
                    Securities Act, pursuant to the exemption from registration
                    contained in Section 4(2) thereof, and no indenture in
                    respect of the Notes is required to be qualified under the
                    Trust Indenture Act of 1939, as amended.

                


        

        
        

        
          	
                  
                  

                	
                  
                    2.5

                	
                  
                    The
                    Notes will rank at least pari passu with all other unsecured
                    and unsubordinated indebtedness of the Issuer.

                


        

        
        

        
          	
                  
                  

                	
                  
                    2.6

                	
                  
                    No
                    consent or action of, or filing or registration with, any
                    governmental or public regulatory body or authority,
                    including the SEC, is required to authorize, or is otherwise
                    required in connection with the execution, delivery or
                    performance of, this Agreement, the Notes or the Issuing and
                    Paying Agency Agreement, except as may be required by the
                    securities or Blue Sky laws of the various states in
                    connection with the offer and sale of the Notes.

                


        

        
        

        
        

        
          
             

          

          
            
              5

            
              

            

          

          
             

          

        

        
        

        
        

        
          	
                  
                  

                	
                  
                    2.7

                	
                  
                    Neither
                    the execution and delivery of this Agreement and the Issuing
                    and Paying Agency Agreement, nor the issuance of the Notes
                    in accordance with the Issuing and Paying Agency Agreement,
                    nor the fulfillment of or compliance with the terms and
                    provisions hereof or thereof by the Issuer, will (i) result
                    in the creation or imposition of any mortgage, lien, charge
                    or encumbrance of any nature whatsoever upon any of the
                    properties or assets of the Issuer, or (ii) violate or
                    result in a breach or a default under any of the terms of
                    the Issuer’s charter documents or by-laws, any
                    contract or instrument to which the Issuer is a party or by
                    which it or its property is bound, or any law or regulation,
                    or any order, writ, injunction or decree of any court or
                    government instrumentality, to which the Issuer is subject
                    or by which it or its property is bound, which breach or
                    default might have a material adverse effect on the
                    financial condition of the Issuer or the ability of the
                    Issuer to perform its obligations under this Agreement, the
                    Notes or the Issuing and Paying Agency Agreement.

                


        

        
        

        
          	
                  
                  

                	
                  
                    2.8

                	
                  
                    There
                    is no litigation or governmental proceeding pending, or to
                    the knowledge of the Issuer threatened, against or affecting
                    the Issuer or any of its subsidiaries which might result in
                    a material adverse change in the financial condition of the
                    Issuer or the ability of the Issuer to perform its
                    obligations under this Agreement, the Notes or the Issuing
                    and Paying Agency Agreement.

                


        

        
        

        
          	
                  
                  

                	
                  
                    2.9

                	
                  
                    The
                    Issuer is not an “investment company” within the
                    meaning of the Investment Company Act of 1940, as amended.1

                


        

        
        

        
          
            	
                    
                    

                  	
                    
                      2.10

                  	
                    

                      
                        Neither
                        the Private Placement Memorandum nor the Company
                        Information contains any untrue statement of a material
                        fact or omits to state a material fact required to be
                        stated therein or necessary to make the statements
                        therein, in light of the circumstances under which they
                        were made, not misleading.

                    

                  


          

          
          

          
            
              
                	
                        
                        

                      	
                        
                          2.11

                      	
                        

                          

                            
                              Each
                              (a) issuance of Notes by the Issuer hereunder and
                              (b) amendment or supplement of the Private
                              Placement Memorandum shall be deemed a
                              representation and warranty by the Issuer to the
                              Dealer, as of the date thereof, that, both before
                              and after giving effect to such issuance and after
                              giving effect to such amendment or supplement, (i)
                              the representations and warranties given by the
                              Issuer set forth in this Section 2 remain true and
                              correct on and as of such date as if made on and
                              as of such date, (ii) in the case of an issuance
                              of Notes, the Notes being issued on such date have
                              been duly and validly issued and constitute legal,
                              valid and binding obligations of the Issuer,
                              enforceable against the Issuer in accordance with
                              their terms, subject to applicable bankruptcy,
                              insolvency and similar laws affecting creditors’
                              rights generally and subject, as to
                              enforceability, to general principles of equity
                              (regardless of whether enforcement is sought in a
                              proceeding in equity or at law), (iii) in the case
                              of an issuance of Notes, since the date of the
                              most recent Private Placement Memorandum, there
                              has been no material adverse change in the
                              financial condition of the Issuer which has not
                              been disclosed to the Dealer in writing and (iv) the
                              Issuer is not in default of any of its obligations
                              hereunder or under the Notes or the Issuing and
                              Paying Agency Agreement.

                          

                        

                      


              

              
              

              
              

              
              

              
              

            

          

        

        
          
            	
                    
                    

                  	
                    
                      1    The phrase “or
                      an entity controlled by an investment company” is
                      not included in this representation.  See the
                      Bond Market Association Model Commercial Paper Dealer
                      Agreement (the “BMA Model”)  Guidance
                      Note to Section 2.11 for a description of the limited
                      circumstances where this phrase should be included.

                  


          

          
            
 
          

        

        
          
             

          

          
            
              6

            
              

            

          

          
             

          

        

        
        

        
          	
                  
                    3.  

                	
                  
                    Covenants
                    and Agreements of the Issuer.

                


        

        
        

        
          	
                  
                  

                	
                  
                    The
                    Issuer covenants and agrees that:

                


        

        
        

        
          	
                  
                  

                	
                  
                    3.1

                	
                  
                    The
                    Issuer will give the Dealer prompt notice (but in any event
                    prior to any subsequent issuance of Notes hereunder) of any
                    amendment to, modification of or waiver with respect to, the
                    Notes or the Issuing and Paying Agency Agreement, including
                    a complete copy of any such amendment, modification or
                    waiver.

                


        

        
        

        
          	
                  
                  

                	
                  
                    3.2

                	
                  
                    The
                    Issuer shall, whenever there shall occur any change in the
                    Issuer’s financial condition or any other development
                    or occurrence in relation to the Issuer that would have a
                    material adverse effect on the holders of the Notes or
                    potential holders of the Notes (including any downgrading or
                    receipt of any notice of intended or potential downgrading
                    in the rating accorded any of the Issuer’s securities
                    by any nationally recognized statistical rating organization
                    which has published a rating of the Notes), promptly, and in
                    any event prior to any subsequent issuance of Notes
                    hereunder, notify the Dealer (by telephone, confirmed in
                    writing) of such change, development or occurrence.

                


        

        
        

        
          	
                  
                  

                	
                  
                    3.3

                	
                  
                    The
                    Issuer shall from time to time furnish to the Dealer such
                    information as the Dealer may reasonably request, including,
                    without limitation, any press releases or material provided
                    by the Issuer to any national securities exchange, regarding
                    (i) the Issuer’s operations and financial condition
                    and (ii) the due authorization and execution of the Notes,
                    (iii) the Issuer’s ability to pay the Notes as they
                    mature.

                


        

        
        

        
          	
                  
                  

                	
                  
                    3.4

                	
                  
                    The
                    Issuer will take all such action as the Dealer may
                    reasonably request to ensure that each offer and each sale
                    of the Notes will comply with any applicable state Blue Sky
                    laws; provided, however, that the Issuer shall not be
                    obligated to file any general consent to service of process
                    or to qualify as a foreign corporation in any jurisdiction
                    in which it is not so qualified or subject itself to
                    taxation in respect of doing business in any jurisdiction in
                    which it is not otherwise so subject.

                


        

        
        

        
          	
                  
                  

                	
                  
                    3.5

                	
                  
                    The
                    Issuer will not be in default of any of its obligations
                    hereunder, under the Notes or under the Issuing and Paying
                    Agency Agreement, at any time that any of the Notes are
                    outstanding.

                


        

        
        

        
          	
                  
                  

                	
                  
                    3.6

                	
                  
                    The
                    Issuer shall not issue Notes hereunder until the Dealer
                    shall have received (a) one or more opinions of counsel to
                    the Issuer, addressed to the Dealer, substantively covering
                    the matters set forth in Exhibit D hereto, (b) a copy of the
                    executed Issuing and Paying Agency Agreement as then in
                    effect, (c) a copy of the resolutions adopted by the Boards
                    of Directors of the Issuer, satisfactory in form and
                    substance to the Dealer and certified by the Secretary or
                    similar officer of the Issuer, authorizing consummation by
                    the Issuer of the transactions contemplated hereby, (d)
                    prior to the issuance of any book-entry Notes represented by
                    a master note registered in the name of DTC or its nominee,
                    a copy of the executed Letter of Representations among the
                    Issuer, the Issuing and Paying Agent and DTC and of the
                    executed master note, (e) prior to the issuance of any Notes
                    in physical form, a copy of such form (unless attached to
                    this Agreement or the Issuing and Paying Agency Agreement)
                    and (f) such other certificates, opinions, letters and
                    documents as the Dealer shall have reasonably requested.

                


        

        
        

        
          	
                  
                  

                	
                  
                    3.7

                	
                  
                    The
                    Issuer shall reimburse the Dealer for all of the Dealer’s
                    out-of-pocket expenses related to this Agreement, including
                    expenses incurred in connection with its preparation and
                    negotiation, and the transactions contemplated hereby
                    (including, but not limited to, the printing and
                    distribution of the Private Placement Memorandum), and, if
                    applicable, for the reasonable fees and out-of-pocket
                    expenses of the Dealer’s counsel.

                


        

        
        

        
        

        
          
             

          

          
            
              7

            
              

            

          

          
             

          

        

        
        

        
          	
                  
                    4.  

                	
                  
                    Disclosure.

                


        

        
        

        
          	
                  
                  

                	
                  
                    4.1

                	
                  
                    The
                    Private Placement Memorandum and its contents (other than
                    the Dealer Information) shall be the sole responsibility of
                    the Issuer.  The Private Placement Memorandum
                    shall contain a statement expressly offering an opportunity
                    for each prospective purchaser to ask questions of, and
                    receive answers from, the Issuer concerning the offering of
                    Notes and to obtain relevant additional information which
                    the Issuer possesses or can acquire without unreasonable
                    effort or expense.

                


        

        
        

        
          	
                  
                  

                	
                  
                    4.2

                	
                  
                    The
                    Issuer agrees to promptly furnish the Dealer the Company
                    Information as it becomes available.

                


        

        
        

        
          
            	
                    
                    

                  	
                    
                        
                      

                  	
                    

                      
                        (a)  The
                        Issuer further agrees to notify the Dealer promptly upon
                        the occurrence of any event relating to or affecting the
                        Issuer that would cause the Company Information then in
                        existence to include an untrue statement of a material
                        fact or to omit to state a material fact necessary in
                        order to make the statements contained therein, in light
                        of the circumstances under which they are made, not
                        misleading.

                    

                  


          

          
          

          
            
              
                	
                        
                        

                      	
                        
                            
                          

                      	
                        

                          

                            
                              (b)  In
                              the event that the Issuer gives the Dealer notice
                              pursuant to Section 4.3(a) and the Dealer notifies
                              the Issuer that it then has Notes it is holding in
                              inventory, the Issuer agrees promptly to
                              supplement or amend the Private Placement
                              Memorandum so that the Private Placement
                              Memorandum, as amended or supplemented, shall not
                              contain an untrue statement of a material fact or
                              omit to state a material fact necessary in order
                              to make the statements therein, in light of the
                              circumstances under which they were made, not
                              misleading, and the Issuer shall make such
                              supplement or amendment available to the Dealer.

                          

                        

                      


              

              
                
                

                
                  
                    
                      	
                              
                              

                            	
                              
                                  
                                

                            	
                              

                                

                                  

                                    
                                      (c)  In
                                      the event that (i) the Issuer gives the
                                      Dealer notice pursuant to Section 4.3(a),
                                      (ii) the Dealer does not notify the
                                      Issuer that it is then holding Notes in
                                      inventory and (iii) the Issuer
                                      chooses not to promptly amend or
                                      supplement the Private Placement
                                      Memorandum in the manner described in
                                      clause (b) above, then all solicitations
                                      and sales of Notes shall be suspended
                                      until such time as the Issuer has so
                                      amended or supplemented the Private
                                      Placement Memorandum, and made such
                                      amendment or supplement available to the
                                      Dealer.

                                  

                                

                              

                            


                    

                    
                      
                        
                        

                        
                          
                            
                              	
                                      
                                      

                                    	
                                      
                                          
                                        

                                    	
                                      

                                        

                                          

                                            

                                              
                                                (d)  Without
                                                limiting the generality of
                                                Section 4.3(a), the Issuer shall
                                                review, amend and supplement the
                                                Private Placement Memorandum on
                                                a periodic basis, but no less
                                                than at least once annually, to
                                                incorporate current
                                                financial information of the
                                                Issuer to the extent
                                                necessary to ensure that the
                                                information provided in the
                                                Private Placement Memorandum is
                                                accurate and complete.

                                            

                                          

                                        

                                      

                                    


                            

                            
                            

                          

                        

                      

                    

                  

                

              

            

          

        

        
        

        
          	
                  
                    5.  

                	
                  
                    Indemnification
                    and Contribution.

                


        

        
        

        
          	
                  
                  

                	
                  
                    5.1

                	
                  
                    The
                    Issuer will indemnify and hold harmless the Dealer, each
                    individual, corporation, partnership, trust, association or
                    other entity controlling the Dealer, any affiliate of the
                    Dealer or any such controlling entity and their respective
                    directors, officers, employees, partners, 

                


        

        
        

        
        

        
        

        
          
             

          

          
            
              8

            
              

            

          

          
             

          

        

        
        

        
          
          

          
            	
                    
                    

                  	
                    
                    

                  	
                    
                      incorporators,
                      shareholders, servants, trustees and agents (hereinafter
                      the “Indemnitees”) against any and all
                      liabilities, penalties, suits, causes of action, losses,
                      damages, claims, costs and expenses (including, without
                      limitation, reasonable fees and disbursements of counsel)
                      or judgments of whatever kind or nature (each a “Claim”),
                      imposed upon, incurred by or asserted against the
                      Indemnitees arising out of or based upon (i) any
                      allegation that the Private Placement Memorandum, the
                      Company Information or any information provided by the
                      Issuer to the Dealer included (as of any relevant time) or
                      includes an untrue statement of a material fact or omitted
                      (as of any relevant time) or omits to state any material
                      fact necessary to make the statements therein, in light of
                      the circumstances under which they were made, not
                      misleading or (ii) the breach by the Issuer of any
                      agreement, covenant or representation made in or pursuant
                      to this Agreement.  This indemnification shall
                      not apply to the extent that the Claim arises out of or is
                      based upon Dealer Information or is determined to have
                      resulted from an Indemnitee’s gross negligence or
                      willful misconduct.

                  


          

          
          

        

        
          	
                  
                  

                	
                  
                    5.2

                	
                  
                    Provisions
                    relating to claims made for indemnification under this
                    Section 5 are set forth in Exhibit B to this Agreement.

                


        

        
        

        
          	
                  
                  

                	
                  
                    5.3

                	
                  
                    In
                    order to provide for just and equitable contribution in
                    circumstances in which the indemnification provided for in
                    this Section 5 is held to be unavailable or insufficient to
                    hold harmless the Indemnitees, although applicable in
                    accordance with the terms of this Section 5, the Issuer
                    shall contribute to the aggregate costs incurred by the
                    Dealer in connection with any Claim in the proportion of the
                    respective economic interests of the Issuer and the Dealer;
                    provided, however, that such contribution by the Issuer
                    shall be in an amount such that the aggregate costs incurred
                    by the Dealer do not exceed the aggregate of the commissions
                    and fees earned by the Dealer hereunder with respect to the
                    issue or issues of Notes to which such Claim relates.  The
                    respective economic interests shall be calculated by
                    reference to the aggregate proceeds to the Issuer of the
                    Notes issued hereunder and the aggregate commissions and
                    fees earned by the Dealer hereunder.

                


        

        
        

        
          	
                  
                    6.  

                	
                  
                    Definitions.

                


        

        
        

        
          	
                  
                  

                	
                  
                    6.1

                	
                  
                    “Claim”
                    shall have the meaning set forth in Section 5.1.

                


        

        
        

        
          	
                  
                  

                	
                  
                    6.2

                	
                  
                    “Company
                    Information” at any given time shall mean the Private
                    Placement Memorandum together with, to the extent
                    applicable, (i) the Issuer’s most recent report on
                    Form 10-K filed with the SEC and each report on Form 10-Q or
                    8-K filed by the Issuer with the SEC since the most recent
                    Form 10-K, (ii) the Issuer’s most recent annual
                    audited financial statements and each interim financial
                    statement or report prepared subsequent thereto, if not
                    included in item (i) above, (iii) the Issuer’s and its
                    affiliates’ other publicly available recent reports,
                    including, but not limited to, any publicly available
                    filings or reports provided to their respective
                    shareholders, (iv) any other information or disclosure
                    prepared pursuant to Section 4.3 hereof and (v) any
                    information prepared or approved by the Issuer for
                    dissemination to investors or potential investors in the
                    Notes.

                


        

        
        

        
          	
                  
                  

                	
                  
                    6.3

                	
                  
                    “Dealer
                    Information” shall mean material concerning the Dealer
                    provided by the Dealer in writing expressly for inclusion in
                    the Private Placement Memorandum.

                


        

        
        

        
          	
                  
                  

                	
                  
                    6.4

                	
                  
                    “Exchange
                    Act” shall mean the U.S. Securities Exchange Act of
                    1934, as amended.

                


        

        
        

        
        

        
          
             

          

          
            
              9

            
              

            

          

          
             

          

        

        
        

        
          	
                  
                  

                	
                  
                    6.5

                	
                  
                    “Indemnitee”
                    shall have the meaning set forth in Section 5.1.

                


        

        
        

        
          	
                  
                  

                	
                  
                    6.6

                	
                  
                    “Institutional
                    Accredited Investor” shall mean an institutional
                    investor that is an accredited investor within the meaning
                    of Rule 501 under the Securities Act and that has such
                    knowledge and experience in financial and business matters
                    that it is capable of evaluating and bearing the economic
                    risk of an investment in the Notes, including, but not
                    limited to, a bank, as defined in Section 3(a)(2) of the
                    Securities Act, or a savings and loan association or other
                    institution, as defined in Section 3(a)(5)(A) of the
                    Securities Act, whether acting in its individual or
                    fiduciary capacity.

                


        

        
        

        
          	
                  
                  

                	
                  
                    6.7

                	
                  
                    “Issuing
                    and Paying Agency Agreement” shall mean the issuing
                    and paying agency agreement described on the cover page of
                    this Agreement, as such agreement may be amended or
                    supplemented from time to time.

                


        

        
        

        
          	
                  
                  

                	
                  
                    6.8

                	
                  
                    “Issuing
                    and Paying Agent” shall mean the party designated as
                    such on the cover page of this Agreement, as issuing and
                    paying agent under the Issuing and Paying Agency Agreement,
                    or any successor thereto in accordance with the Issuing and
                    Paying Agency Agreement.

                


        

        
        

        
          	
                  
                  

                	
                  
                    6.9

                	
                  
                    “Non-bank
                    fiduciary or agent” shall mean a fiduciary or agent
                    other than (a) a bank, as defined in Section 3(a)(2) of the
                    Securities Act, or (b) a savings and loan association, as
                    defined in Section 3(a)(5)(A) of the Securities Act.

                


        

        
        

        
          
            	
                    
                    

                  	
                    
                      6.10

                  	
                    

                      
                        “Private
                        Placement Memorandum” shall mean offering
                        materials prepared in accordance with Section 4
                        (including materials referred to therein or incorporated
                        by reference therein, if any) provided to purchasers and
                        prospective purchasers of the Notes, and shall include
                        amendments and supplements thereto which may be prepared
                        from time to time in accordance with this Agreement
                        (other than any amendment or supplement that has been
                        completely superseded by a later amendment or
                        supplement).

                    

                  


          

          
          

          
            
              	
                      
                      

                    	
                      
                        6.11

                    	
                      

                        
                          “Qualified
                          Institutional Buyer” shall have the meaning
                          assigned to that term in Rule 144A under the
                          Securities Act.

                      

                    


            

            
            

            
              
                
                  	
                          
                          

                        	
                          
                            6.12

                        	
                          

                            

                              
                                “Rule
                                144A” shall mean Rule 144A under the
                                Securities Act.

                            

                          

                        


                

                
                

                
                  
                    
                      
                        	
                                
                                

                              	
                                
                                  6.13

                              	
                                

                                  

                                    

                                      
                                        “SEC”
                                        shall mean the U.S. Securities and
                                        Exchange Commission.

                                    

                                  

                                

                              


                      

                      
                      

                      
                        
                          
                            
                              
                                	
                                        
                                        

                                      	
                                        
                                          6.14

                                      	
                                        

                                          

                                            

                                              

                                                
                                                  “Securities
                                                  Act” shall mean the U.S.
                                                  Securities Act of 1933, as
                                                  amended.

                                              

                                            

                                          

                                        

                                      


                              

                              
                              

                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  
                                                  

                                                	
                                                  
                                                    6.15

                                                	
                                                  

                                                    

                                                      

                                                        

                                                          

                                                            
                                                              “Sophisticated
                                                              Individual
                                                              Accredited
                                                              Investor”
                                                              shall mean an
                                                              individual who (a) is
                                                              an accredited
                                                              investor within
                                                              the meaning of
                                                              Regulation D under
                                                              the Securities Act
                                                              and (b) based on
                                                              his or her
                                                              pre-existing
                                                              relationship with
                                                              the Dealer, is
                                                              reasonably
                                                              believed by the
                                                              Dealer to be a
                                                              sophisticated
                                                              investor (i)
                                                              possessing such
                                                              knowledge and
                                                              experience (or
                                                              represented by a
                                                              fiduciary or agent
                                                              possessing such
                                                              knowledge and
                                                              experience) in
                                                              financial and
                                                              business matters
                                                              that he or she is
                                                              capable of
                                                              evaluating and
                                                              bearing the
                                                              economic risk of
                                                              an investment in
                                                              the Notes and (ii)
                                                              having not less
                                                              than $5 million in
                                                              investments (as
                                                              defined, for
                                                              purposes of this
                                                              section, in Rule
                                                              2a51-1 under the
                                                              Investment Company
                                                              Act of 1940, as
                                                              amended).

                                                          

                                                        

                                                      

                                                    

                                                  

                                                


                                        

                                        
                                        

                                        
                                        

                                        
                                          
                                             

                                          

                                          
                                            
                                              10

                                            
                                              

                                            

                                          

                                          
                                             

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        
        

        
          	
                  
                    7.  

                	
                  
                    General

                


        

        
        

        
          	
                  
                  

                	
                  
                    7.1

                	
                  
                    Unless
                    otherwise expressly provided herein, all notices under this
                    Agreement to parties hereto shall be in writing and shall be
                    effective when received at the address of the respective
                    party set forth in the Addendum to this Agreement.

                


        

        
        

        
          	
                  
                  

                	
                  
                    7.2

                	
                  
                    This
                    Agreement shall be governed by and construed in accordance
                    with the laws of the State of New York, without regard to
                    its conflict of laws provisions.

                


        

        
        

        
          	
                  
                  

                	
                  
                    7.3

                	
                  
                    The
                    Issuer agrees that any suit, action or proceeding brought by
                    the Issuer against the Dealer in connection with or arising
                    out of this Agreement or the Notes or the offer and sale of
                    the Notes shall be brought solely in the United States
                    federal courts located in the Borough of Manhattan or the
                    courts of the State of New York located in the Borough of
                    Manhattan.  EACH OF THE DEALER AND THE ISSUER
                    WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR
                    PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE
                    TRANSACTIONS CONTEMPLATED HEREBY.

                


        

        
        

        
          	
                  
                  

                	
                  
                    7.4

                	
                  
                    This
                    Agreement may be terminated, at any time, by the Issuer,
                    upon one business day’s prior notice to such effect to
                    the Dealer, or by the Dealer upon one business day’s
                    prior notice to such effect to the Issuer.  Any
                    such termination, however, shall not affect the obligations
                    of the Issuer under Sections 3.7, 5 and 7.3 hereof or the
                    respective representations, warranties, agreements,
                    covenants, rights or responsibilities of the parties made or
                    arising prior to the termination of this Agreement.

                


        

        
        

        
          	
                  
                  

                	
                  
                    7.5

                	
                  
                    This
                    Agreement is not assignable by either party hereto without
                    the written consent of the other party; provided, however,
                    that the Dealer may assign its rights and obligations under
                    this Agreement to any affiliate of the Dealer with the
                    consent of the Issuer, which consent shall not be
                    unreasonably withheld or delayed.

                


        

        
        

        
          	
                  
                  

                	
                  
                    7.6

                	
                  
                    This
                    Agreement may be signed in any number of counterparts, each
                    of which shall be an original, with the same effect as if
                    the signatures thereto and hereto were upon the same
                    instrument.

                


        

        
        

        
          	
                  
                  

                	
                  
                    7.7

                	
                  
                    This
                    Agreement is for the exclusive benefit of the parties
                    hereto, and their respective permitted successors and
                    assigns hereunder, and shall not be deemed to give any legal
                    or equitable right, remedy or claim to any other person
                    whatsoever.

                


        

        
        

        
          	
                  
                  

                	
                  
                    7.8

                	
                  
                    The
                    Issuer acknowledges and agrees that the Dealer is acting
                    solely in the capacity of an arm's length contractual
                    counterparty to the Issuer with respect to the offering of
                    the Notes contemplated hereby (including in connection with
                    determining the price and terms of the offering) and not as
                    a financial advisor or a fiduciary to, or an agent of
                    (except to the extent explicitly set forth herein), the
                    Issuer or any other person.  The Dealer has not
                    assumed an advisory or fiduciary responsibility in favor of
                    the Issuer with respect to the offering contemplated hereby
                    or the process leading thereto (irrespective of whether the
                    Dealer has advised or is currently advising the Issuer on
                    other matters) or any other obligation to the Issuer except
                    the obligations expressly set forth in this Agreement.  Additionally,
                    the Dealer is not advising the Issuer or any other person as
                    to any legal, tax, investment, accounting or regulatory
                    matters in any jurisdiction.  The Issuer shall
                    consult with its own advisors concerning such matters and
                    shall be responsible for making its own independent
                    investigation and 

                


        

        
        

        
        

        
        

        
          
             

          

          
            
              11

            
              

            

          

          
             

          

        

        
        

        
        

        
        

        
          
          

          
            	
                    
                    

                  	
                    
                    

                  	
                    
                      appraisal
                      of the transactions contemplated hereby, and the Dealer
                      shall have no responsibility or liability to the Issuer
                      with respect thereto. Any review by the Dealer of the
                      Issuer, the transactions contemplated hereby or other
                      matters relating to such transactions will be performed
                      solely for the benefit of the Dealer and shall not be on
                      behalf of the Issuer.

                  


          

          
          

        

        
          	
                  
                  

                	
                  
                    7.9

                	
                  
                    This
                    Agreement supersedes all prior agreements and understandings
                    (whether written or oral) between the Issuer and the Dealer
                    with respect to the subject matter hereof.

                


        

        
        

        
          

        

        
        

        
          IN
          WITNESS WHEREOF, the parties hereto have caused this Agreement to be
          executed as of the date and year first above written.

        
        

        
          

        

        
          	
                  
                    Norfolk Southern
                    Corporation, as Issuer

                	
                   
                	
                  
                    Goldman, Sachs
                    & Co., as Dealer

                
	
                   
                	
                   
                	
                   
                
	
                  
                    By:

                	
                   /s/
                  William J. Romig
                	
                   
                	
                  
                    By:

                	
                   /s/
                  Ira Powell
                
	
                   
                	
                   
                	
                   
                	
                   
                	
                   
                
	
                  
                    Name:

                	
                  
                    William
                    J. Romig

                	
                   
                	
                  
                    Name:

                	
                   Ira
                  Powell
                
	
                   
                	
                   
                	
                   
                	
                   
                	
                   
                
	
                  
                    Title:

                	
                  
                    Vice
                    President and Treasurer

                	
                   
                	
                  
                    Title:

                	
                   Vice
                  President
                


        

        
          

        

        
        

        
          

        

        
        

        
          
             

          

          
            
              12

            
              

            

          

          
             

          

        

        
        

        
          Addendum

        
        

        
        

        
          The
          following additional clauses shall apply to the Agreement and be
          deemed a part thereof.

        
        

        
          1.      The
          other dealers referred to in clause (b) of Section 1.2 of the
          Agreement are

        
        

        
                          
          J.P. Morgan Securities Inc. AND NO OTHERS                                         
          .

        
        

        
        

        
          2.      The
          following changes are hereby made to the Agreement:       None

        
        

        
        

        
          3.      The
          addresses of the respective parties for purposes of notices under
          Section 7.1 are as follows:

        
        

        
          For
          the Issuer:

        
          

        

        
          Address:                                 
          Three Commercial Place, Norfolk, Virginia 23510

        
          

        

        
          Attention:                               Vice
          President and Treasurer

        
          

        

        
          Telephone
          number:                  (757)
          629-2780

        
          

        

        
          Fax
          number:                            (757)
          629-2381

        
          

        

        
          For
          the Dealer:

        
          

        

        
          Address:                                
          85 Broad Street, 29th
          Floor, New York, NY  10004
        

        
          

        

        
          Attention:                               Fixed Income, Currency and Commodities

        
          

        

        
          Telephone
          number:                  (212)
          902-2251

        
          

        

        
          Fax
          number:                           
          (212) 412-9864

        
        

        
          

        

        
        

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        
          

        

        
        

        
          Exhibit
          A

        
        

        
          Form
          of Legend for Private Placement Memorandum and Notes

        
        

        
        

        
          THE
          NOTES THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
          1933, AS AMENDED (THE “ACT”), OR ANY OTHER APPLICABLE
          SECURITIES LAW, AND OFFERS AND SALES THEREOF MAY BE MADE ONLY IN
          COMPLIANCE WITH AN APPLICABLE EXEMPTION FROM THE REGISTRATION
          REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.  BY
          ITS ACCEPTANCE OF A NOTE, THE PURCHASER WILL BE DEEMED TO REPRESENT
          THAT (I) IT HAS BEEN AFFORDED AN OPPORTUNITY TO INVESTIGATE MATTERS
          RELATING TO THE ISSUER AND THE NOTES, (II) IT IS NOT ACQUIRING SUCH
          NOTE WITH A VIEW TO ANY DISTRIBUTION THEREOF AND (III) IT IS EITHER
          (A)(1) AN INSTITUTIONAL INVESTOR OR SOPHISTICATED INDIVIDUAL INVESTOR
          THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a) UNDER
          THE ACT AND WHICH, IN THE CASE OF AN INDIVIDUAL, (i) POSSESSES SUCH
          KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT HE OR
          SHE IS CAPABLE OF EVALUATING AND BEARING THE ECONOMIC RISK OF AN
          INVESTMENT IN THE NOTES AND (ii) HAS NOT LESS THAN $5 MILLION IN
          INVESTMENTS (AN “INSTITUTIONAL ACCREDITED INVESTOR” OR
          “SOPHISTICATED INDIVIDUAL ACCREDITED INVESTOR”,
          RESPECTIVELY) AND (2)(i) PURCHASING NOTES FOR ITS OWN ACCOUNT, (ii) A
          BANK (AS DEFINED IN SECTION 3(a)(2) OF THE ACT) OR A SAVINGS AND LOAN
          ASSOCIATION OR OTHER INSTITUTION (AS DEFINED IN SECTION 3(a)(5)(A) OF
          THE ACT) ACTING IN ITS INDIVIDUAL OR FIDUCIARY CAPACITY OR (iii) A
          FIDUCIARY OR AGENT (OTHER THAN A U.S. BANK OR SAVINGS AND LOAN
          ASSOCIATION) PURCHASING NOTES FOR ONE OR MORE ACCOUNTS EACH OF WHICH
          ACCOUNTS IS SUCH AN INSTITUTIONAL ACCREDITED INVESTOR OR SOPHISTICATED
          INDIVIDUAL ACCREDITED INVESTOR; OR (B) A QUALIFIED INSTITUTIONAL BUYER
          (“QIB”) WITHIN THE MEANING OF RULE 144A UNDER THE ACT THAT
          IS ACQUIRING NOTES FOR ITS OWN ACCOUNT OR FOR ONE OR MORE ACCOUNTS,
          EACH OF WHICH ACCOUNTS IS A QIB; AND THE PURCHASER ACKNOWLEDGES THAT
          IT IS AWARE THAT THE SELLER MAY RELY UPON THE EXEMPTION FROM THE
          REGISTRATION PROVISIONS OF SECTION 5 OF THE ACT PROVIDED BY RULE 144A.  BY
          ITS ACCEPTANCE OF A NOTE, THE PURCHASER THEREOF SHALL ALSO BE DEEMED
          TO AGREE THAT ANY RESALE OR OTHER TRANSFER THEREOF WILL BE MADE ONLY
          (A) IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE ACT, EITHER
          (1) TO THE ISSUER OR TO A PLACEMENT AGENT DESIGNATED BY THE ISSUER AS
          A PLACEMENT AGENT FOR THE NOTES (COLLECTIVELY, THE “PLACEMENT
          AGENTS”), NONE OF WHICH SHALL HAVE ANY OBLIGATION TO ACQUIRE
          SUCH NOTE, (2) THROUGH A PLACEMENT AGENT TO AN INSTITUTIONAL
          ACCREDITED INVESTOR, SOPHISTICATED INDIVIDUAL ACCREDITED INVESTOR OR A
          QIB, OR (3) TO A QIB IN A TRANSACTION THAT MEETS THE REQUIREMENTS OF
          RULE 144A AND (B) IN MINIMUM AMOUNTS OF $250,000.

        
        

        
          

        

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        
        

        
          Exhibit
          B

        
        

        
          Further
          Provisions Relating to Indemnification

        
        

        
        

        
          	
                  
                    (a)

                	
                  
                    The
                    Issuer agrees to reimburse each Indemnitee for all expenses
                    (including reasonable fees and disbursements of internal and
                    external counsel) as they are incurred by it in connection
                    with investigating or defending any loss, claim, damage,
                    liability or action in respect of which indemnification may
                    be sought under Section 5 of the Agreement (whether or not
                    it is a party to any such proceedings).

                


        

        
        

        
          	
                  
                    (b)

                	
                  
                    Promptly
                    after receipt by an Indemnitee of notice of the existence of
                    a Claim, such Indemnitee will, if a claim in respect thereof
                    is to be made against the Issuer, notify the Issuer in
                    writing of the existence thereof; provided that (i) the
                    omission to so notify the Issuer will not relieve it from
                    any liability which it may have hereunder unless and except
                    to the extent it did not otherwise learn of such Claim and
                    such failure results in the forfeiture by it of substantial
                    rights and defenses, and (ii) the omission to so notify the
                    Issuer will not relieve it from liability which it may have
                    to an Indemnitee otherwise than on account of this indemnity
                    agreement.  In case any such Claim is made against
                    any Indemnitee and it notifies the Issuer of the existence
                    thereof, the Issuer will be entitled to participate therein,
                    and to the extent that it may elect by written notice
                    delivered to the Indemnitee, to assume the defense thereof,
                    with counsel reasonably satisfactory to such Indemnitee;
                    provided that if the defendants in any such Claim include
                    both the Indemnitee and the Issuer, and the Indemnitee shall
                    have concluded that there may be legal defenses available to
                    it which are different from or additional to those available
                    to the Issuer, the Issuer shall not have the right to direct
                    the defense of such Claim on behalf of such Indemnitee, and
                    the Indemnitee shall have the right to select separate
                    counsel to assert such legal defenses on behalf of such
                    Indemnitee.  Upon receipt of notice from the
                    Issuer to such Indemnitee of the election of the Issuer to
                    assume the defense of such Claim and approval by the
                    Indemnitee of counsel, the Issuer will not be liable to such
                    Indemnitee for expenses incurred thereafter by the
                    Indemnitee in connection with the defense thereof (other
                    than reasonable costs of investigation) unless (i) the
                    Indemnitee shall have employed separate counsel in
                    connection with the assertion of legal defenses in
                    accordance with the proviso to the next preceding sentence
                    (it being understood, however, that the Issuer shall not be
                    liable for the expenses of more than one separate counsel
                    (in addition to any local counsel in the jurisdiction in
                    which any Claim is brought), approved by the Dealer,
                    representing the Indemnitee who is party to such Claim),
                    (ii) the Issuer shall not have employed counsel reasonably
                    satisfactory to the Indemnitee to represent the Indemnitee
                    within a reasonable time after notice of existence of the
                    Claim or (iii) the Issuer has authorized in writing the
                    employment of counsel for the Indemnitee.  The
                    indemnity, reimbursement and contribution obligations of the
                    Issuer hereunder shall be in addition to any other liability
                    the Issuer may otherwise have to an Indemnitee and shall be
                    binding upon and inure to the benefit of any successors,
                    assigns, heirs and personal representatives of the Issuer
                    and any Indemnitee.  The Issuer agrees that
                    without the Dealer’s prior written consent, it will
                    not settle, compromise or consent to the entry of any
                    judgment in any Claim in respect of which indemnification
                    may be sought under the indemnification provision of the
                    Agreement (whether or not the Dealer or any other Indemnitee
                    is an actual or potential party to such Claim), unless such
                    settlement, compromise or consent (i) includes an
                    unconditional release of each Indemnitee from all liability
                    arising out of such Claim and (ii) does not include a
                    statement as to or an admission of fault, culpability or
                    failure to act, by or on behalf of any Indemnitee.

                


        

        
        

        
        

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        
        

        
          Exhibit
          C

        
        

        
          Statement
          of Terms for Interest – Bearing Commercial Paper Notes of
          Norfolk Southern Corporation

        
        

        
          THE
          PROVISIONS SET FORTH BELOW ARE QUALIFIED TO THE EXTENT APPLICABLE BY
          THE TRANSACTION SPECIFIC [PRICING] [PRIVATE PLACEMENT MEMORANDUM]
          SUPPLEMENT (THE “SUPPLEMENT”) (IF ANY) SENT TO EACH
          PURCHASER AT THE TIME OF THE TRANSACTION.

        
        

        
          1.  General.  (a)  The
          obligations of the Issuer to which these terms apply (each a “Note”)
          are represented by one or more Master Notes (each, a “Master
          Note”) issued in the name of (or of a nominee for) The
          Depository Trust Company (“DTC”), which Master Note
          includes the terms and provisions for the Issuer's Interest-Bearing
          Commercial Paper Notes that are set forth in this Statement of Terms,
          since this Statement of Terms constitutes an integral part of the
          Underlying Records as defined and referred to in the Master Note.

        
        

        
          (b)  “Business Day”
          means any day other than a Saturday or Sunday that is neither a legal
          holiday nor a day on which banking institutions are authorized or
          required by law, executive order or regulation to be closed in New
          York City and, with respect to LIBOR Notes (as defined below) is
          also a London Business Day.  “London Business Day”
          means a day, other than a Saturday or Sunday, on which dealings in
          deposits in U.S. dollars are transacted in the London interbank
          market.

        
        

        
          2.  Interest.  (a)  Each
          Note will bear interest at a fixed rate (a “Fixed Rate Note”)
          or at a floating rate (a “Floating Rate Note”).

        
        

        
          (b)  The
          Supplement sent to each holder of such Note will describe the
          following terms: (i) whether such Note is a Fixed Rate Note or a
          Floating Rate Note and whether such Note is an Original Issue Discount
          Note (as defined below); (ii) the date on which such Note will be
          issued (the “Issue Date”); (iii) the Stated Maturity Date
          (as defined below); (iv) if such Note is a Fixed Rate Note, the rate
          per annum at which such Note will bear interest, if any, and the
          Interest Payment Dates; (v) if such Note is a Floating Rate Note, the
          Base Rate, the Index Maturity, the Interest Reset Dates, the Interest
          Payment Dates and the Spread and/or Spread Multiplier, if any (all as
          defined below), and any other terms relating to the particular method
          of calculating the interest rate for such Note; and (vi) any other
          terms applicable specifically to such Note.  “Original
          Issue Discount Note” means a Note which has a stated redemption
          price at the Stated Maturity Date that exceeds its Issue Price by more
          than a specified de
          minimis amount and which the Supplement indicates will be an
          “Original Issue Discount Note”.

        
        

        
          (c)  Each
          Fixed Rate Note will bear interest from its Issue Date at the rate per
          annum specified in the Supplement until the principal amount thereof
          is paid or made available for payment.  Interest on each
          Fixed Rate Note will be payable on the dates specified in the
          Supplement (each an “Interest Payment Date” for a Fixed
          Rate Note) and on the Maturity Date (as defined below).  Interest
          on Fixed Rate Notes will be computed on the basis of a 360-day year of
          twelve 30-day months.

        
        

        
          If
          any Interest Payment Date or the Maturity Date of a Fixed Rate Note
          falls on a day that is not a Business Day, the required payment of
          principal, premium, if any, and/or interest will be payable on the
          next succeeding Business Day, and no additional interest will accrue
          in respect of the payment made on that next succeeding Business Day.

        
        

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        
        

        
        

        
          (d)  The
          interest rate on each Floating Rate Note for each Interest Reset
          Period (as defined below) will be determined by reference to an
          interest rate basis (a “Base Rate”) plus or minus a number
          of basis points (one basis point equals one-hundredth of a percentage
          point) (the “Spread”), if any, and/or multiplied by a
          certain percentage (the “Spread Multiplier”), if any,
          until the principal thereof is paid or made available for payment.  The
          Supplement will designate which of the following Base Rates is
          applicable to the related Floating Rate Note: (a) the CD Rate (a
          “CD Rate Note”), (b) the Commercial Paper Rate (a “Commercial
          Paper Rate Note”), (c) the Federal Funds Rate (a “Federal
          Funds Rate Note”), (d) LIBOR (a “LIBOR Note”), (e)
          the Prime Rate (a “Prime Rate Note”), (f) the Treasury
          Rate (a “Treasury Rate Note”) or (g) such other Base Rate
          as may be specified in such Supplement.

        
        

        
          The
          rate of interest on each Floating Rate Note will be reset daily,
          weekly, monthly, quarterly or semi-annually (the “Interest Reset
          Period”).  The date or dates on which interest will be
          reset (each an “Interest Reset Date”) will be, unless
          otherwise specified in the Supplement, in the case of Floating Rate
          Notes which reset daily, each Business Day, in the case of Floating
          Rate Notes (other than Treasury Rate Notes) that reset weekly, the
          Wednesday of each week; in the case of Treasury Rate Notes that reset
          weekly, the Tuesday of each week; in the case of Floating Rate Notes
          that reset monthly, the third Wednesday of each month; in the case of
          Floating Rate Notes that reset quarterly, the third Wednesday of
          March, June, September and December; and in the case of Floating Rate
          Notes that reset semiannually, the third Wednesday of the two months
          specified in the Supplement.  If any Interest Reset Date for
          any Floating Rate Note is not a Business Day, such Interest Reset Date
          will be postponed to the next day that is a Business Day, except that
          in the case of a LIBOR Note, if such Business Day is in the next
          succeeding calendar month, such Interest Reset Date shall be the
          immediately preceding Business Day. Interest on each Floating Rate
          Note will be payable monthly, quarterly or semiannually (the “Interest
          Payment Period”) and on the Maturity Date.  Unless
          otherwise specified in the Supplement, and except as provided below,
          the date or dates on which interest will be payable (each an “Interest
          Payment Date” for a Floating Rate Note) will be, in the case of
          Floating Rate Notes with a monthly Interest Payment Period, on the
          third Wednesday of each month; in the case of Floating Rate Notes with
          a quarterly Interest Payment Period, on the third Wednesday of March,
          June, September and December; and in the case of Floating Rate Notes
          with a semiannual Interest Payment Period, on the third Wednesday of
          the two months specified in the Supplement.  In addition,
          the Maturity Date will also be an Interest Payment Date.

        
        

        
          If
          any Interest Payment Date for any Floating Rate Note (other than an
          Interest Payment Date occurring on the Maturity Date) would otherwise
          be a day that is not a Business Day, such Interest Payment Date shall
          be postponed to the next day that is a Business Day, except that in
          the case of a LIBOR Note, if such Business Day is in the next
          succeeding calendar month, such Interest Payment Date shall be the
          immediately preceding Business Day.  If the Maturity Date of
          a Floating Rate Note falls on a day that is not a Business Day, the
          payment of principal and interest will be made on the next succeeding
          Business Day, and no interest on such payment shall accrue for the
          period from and after such maturity.

        
        

        
          Interest
          payments on each Interest Payment Date for Floating Rate Notes will
          include accrued interest from and including the Issue Date or from and
          including the last date in respect of which interest has been paid, as
          the case may be, to, but excluding, such Interest Payment Date.  On
          the Maturity Date, the interest payable on a Floating Rate Note will
          include interest accrued to, but excluding, the Maturity Date.  Accrued
          interest will be calculated by multiplying the principal amount
          

        
        

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        
        

        
          of
          a Floating Rate Note by an accrued interest factor.  This
          accrued interest factor will be computed by adding the interest
          factors calculated for each day in the period for which accrued
          interest is being calculated.  The
          interest factor (expressed as a decimal) for each such day will be
          computed by dividing the interest rate applicable to such day by 360,
          in the cases where the Base Rate is the CD Rate, Commercial Paper
          Rate, Federal Funds Rate, LIBOR or Prime Rate, or by the actual number
          of days in the year, in the case where the Base Rate is the Treasury
          Rate.  The interest rate in effect on each day will be (i)
          if such day is an Interest Reset Date, the interest rate with respect
          to the Interest Determination Date (as defined below) pertaining to
          such Interest Reset Date, or (ii) if such day is not an Interest Reset
          Date, the interest rate with respect to the Interest Determination
          Date pertaining to the next preceding Interest Reset Date, subject in
          either case to any adjustment by a Spread and/or a Spread Multiplier.

        
        

        
          The
          “Interest Determination Date” where the Base Rate is the
          CD Rate or the Commercial Paper Rate will be the second Business Day
          next preceding an Interest Reset Date.  The Interest
          Determination Date where the Base Rate is the Federal Funds Rate or
          the Prime Rate will be the Business Day next preceding an Interest
          Reset Date.  The Interest Determination Date where the Base
          Rate is LIBOR will be the second London Business Day next preceding an
          Interest Reset Date.  The Interest Determination Date where
          the Base Rate is the Treasury Rate will be the day of the week in
          which such Interest Reset Date falls when Treasury
          Bills are normally auctioned.  Treasury Bills are normally
          sold at auction on Monday of each week, unless that day is a legal
          holiday, in which case the auction is held on the following Tuesday or
          the preceding Friday.  If an auction is so held on the
          preceding Friday, such Friday will be the Interest Determination Date
          pertaining to the Interest Reset Date occurring in the next succeeding
          week.

        
        

        
          The
          “Index Maturity” is the period to maturity of the
          instrument or obligation from which the applicable Base Rate is
          calculated.

        
        

        
          The
          “Calculation Date,” where applicable, shall be the earlier
          of (i) the tenth calendar day following the applicable Interest
          Determination Date or (ii) the Business Day preceding the applicable
          Interest Payment Date or Maturity Date.

        
        

        
          All times referred to herein
          reflect New York City time, unless otherwise specified.

        
        

        
          The
          Issuer shall specify in writing to the Issuing and Paying Agent which
          party will be the calculation agent (the “Calculation Agent”)
          with respect to the Floating Rate Notes.  The Calculation
          Agent will provide the interest rate then in effect and, if
          determined, the interest rate which will become effective on the next
          Interest Reset Date with respect to such Floating Rate Note to the
          Issuing and Paying Agent as soon as the interest rate with respect to
          such Floating Rate Note has been determined and as soon as practicable
          after any change in such interest rate.

        
        

        
          All
          percentages resulting from any calculation on Floating Rate Notes will
          be rounded to the nearest one hundred-thousandth of a percentage
          point, with five-one millionths of a percentage point rounded upwards.  For
          example, 9.876545% (or .09876545) would be rounded to 9.87655% (or
          .0987655).  All dollar amounts used in or resulting from any
          calculation on Floating Rate Notes will be rounded, in the case of
          U.S. dollars, to the nearest cent or, in the case of a foreign
          currency, to the nearest unit (with one-half cent or unit being
          rounded upwards).

        
        

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        
          

        

        
          CD
          Rate Notes

        
        

        
          “CD
          Rate” means the rate on any Interest Determination Date for
          negotiable certificates of deposit having the Index Maturity as
          published by the Board of Governors of the Federal Reserve System (the
          “FRB”) in “Statistical Release H.15(519), Selected
          Interest Rates” or any successor publication of the FRB (“H.15(519)”)
          under the heading “CDs (Secondary Market)”.

        
        

        
          If
          the above rate is not published in H.15(519) by 3:00 p.m. on the
          Calculation Date, the CD Rate will be the rate on such Interest
          Determination Date set forth in the daily update of H.15(519),
          available through the world wide website of the FRB at
          http://www.federalreserve.gov/releases/h15/Update, or any successor
          site or publication or other recognized electronic source used for the
          purpose of displaying the applicable rate (“H.15 Daily Update”)
          under the caption “CDs (Secondary Market)”.

        
        

        
          If
          such rate is not published in either H.15(519) or H.15 Daily Update by
          3:00 p.m. on the Calculation Date, the Calculation Agent will
          determine the CD Rate to be the arithmetic mean of the secondary
          market offered rates as of 10:00 a.m. on such Interest Determination
          Date of three leading nonbank dealers2
          in negotiable U.S. dollar certificates of deposit in New York City
          selected by the Calculation Agent for negotiable U.S. dollar
          certificates of deposit of major United States money center banks of
          the highest credit standing in the market for negotiable certificates
          of deposit with a remaining maturity closest to the Index Maturity in
          the denomination of $5,000,000.

        
        

        
          If
          the dealers selected by the Calculation Agent are not quoting as set
          forth above, the CD Rate will remain the CD Rate then in effect on
          such Interest Determination Date.

        
        

        
          Commercial
          Paper Rate Notes

        
        

        
          “Commercial
          Paper Rate” means the Money Market Yield (calculated as
          described below) of the rate on any Interest Determination Date for
          commercial paper having the Index Maturity, as published in H.15(519)
          under the heading “Commercial Paper-Nonfinancial”.

        
        

        
          If
          the above rate is not published in H.15(519) by 3:00 p.m. on the
          Calculation Date, then the Commercial Paper Rate will be the Money
          Market Yield of the rate on such Interest Determination Date for
          commercial paper of the Index Maturity as published in H.15 Daily
          Update under the heading “Commercial Paper-Nonfinancial”.

        
        

        
          If
          by 3:00 p.m. on such Calculation Date such rate is not published in
          either H.15(519) or H.15 Daily Update, then the Calculation Agent will
          determine the Commercial Paper Rate to be the Money Market Yield of
          the arithmetic mean of the offered rates as of 11:00 a.m. on such
          Interest Determination Date of three leading dealers of U.S. dollar
          commercial paper in New York City selected by the Calculation Agent
          for commercial paper of the Index Maturity placed for an industrial
          issuer whose bond rating is “AA,” or the equivalent, from
          a nationally recognized statistical rating organization.

        
        

        
          If
          the dealers selected by the Calculation Agent are not quoting as
          mentioned above, the Commercial Paper Rate with respect to such
          Interest Determination Date will remain the Commercial Paper Rate then
          in effect on such Interest Determination Date.

        
        

        
          “Money Market Yield”
          will be a yield calculated in accordance with the following formula:

        
        

        
        

        
        

        
          
          

          
            
              	
                      
                      

                    	
                      
                        2    Such nonbank
                        dealers referred to in this Statement of Terms may
                        include affiliates of the Dealer.

                    


            

          

        

        
        

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        
        

        
        

        
                                                        
                 D x 360

        
             Money
          Market Yield =       ___________________    x
          100

        
                  

        
                                                                
          360 - (D x M)

        
        

        
        

        
          where
          “D” refers to the applicable per annum rate for commercial
          paper quoted on a bank discount basis and expressed as a decimal and
          “M” refers to the actual number of days in the interest
          period for which interest is being calculated.

        
        

        
          Federal
          Funds Rate Notes

        
        

        
          “Federal
          Funds Rate” means the rate on any Interest Determination Date
          for federal funds as published in H.15(519) under the heading “Federal
          Funds (Effective)” and displayed on Moneyline Telerate (or any
          successor service) on page 120 (or any other page as may replace the
          specified page on that service) (“Telerate Page 120”).

        
        

        
          If
          the above rate does not appear on Telerate Page 120 or is not so
          published by 3:00 p.m. on the Calculation Date, the Federal Funds Rate
          will be the rate on such Interest Determination Date as published in
          H.15 Daily Update under the heading “Federal Funds/(Effective)”.

        
        

        
          If
          such rate is not published as described above by 3:00 p.m. on the
          Calculation Date, the Calculation Agent will determine the Federal
          Funds Rate to be the arithmetic mean of the rates for the last
          transaction in overnight U.S. dollar federal funds arranged by each of
          three leading brokers of Federal Funds transactions in New York City
          selected by the Calculation Agent prior to 9:00 a.m. on such Interest
          Determination Date.

        
        

        
          If
          the brokers selected by the Calculation Agent are not quoting as
          mentioned above, the Federal Funds Rate will remain the Federal Funds
          Rate then in effect on such Interest Determination Date.

        
        

        
          LIBOR
          Notes

        
        

        
          The
          London Interbank offered rate (“LIBOR”) means, with
          respect to any Interest Determination Date, the rate for deposits in
          U.S. dollars having the Index Maturity that appears on the Designated
          LIBOR Page as of 11:00 a.m. London time, on such Interest
          Determination Date.

        
        

        
          If
          no rate appears, LIBOR will be determined on the basis of the rates at
          approximately 11:00 a.m., London time, on such Interest Determination
          Date at which deposits in U.S. dollars are offered to prime banks in
          the London interbank market by four major banks in such market
          selected by the Calculation Agent for a term equal to the Index
          Maturity and in principal amount equal to an amount that in the
          Calculation Agent’s judgment is representative for a single
          transaction in U.S. dollars in such market at such time (a “Representative
          Amount”).  The Calculation Agent will request the
          principal London office of each of such banks to provide a quotation
          of its rate.  If at least two such quotations are provided,
          LIBOR will be the arithmetic mean of such quotations.  If
          fewer than two quotations are provided, LIBOR for such interest period
          will be the arithmetic mean of the rates quoted at approximately 11:00
          a.m., in New York City, on such Interest Determination Date by three
          major banks in New York City, selected by the Calculation Agent, for
          loans in U.S. dollars to leading European banks, for a term equal to
          the Index Maturity and in a Representative Amount; provided, however,
          that if fewer than three banks so selected by the Calculation Agent
          are providing such quotations, the then existing LIBOR rate will
          remain in effect for such Interest Payment Period.

        
        

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        
        

        
          “Designated
          LIBOR Page” means the display designated as page “3750”
          on Moneyline Telerate (or such other page as may replace the 3750 page
          on that service or such other service or services as may be nominated
          by the British Bankers’ Association for the purposes of
          displaying London interbank offered rates for U.S. dollar deposits).

        
        

        
          Prime
          Rate Notes

        
        

        
          “Prime
          Rate” means the rate on any Interest Determination Date as
          published in H.15(519) under the heading “Bank Prime Loan”.

        
        

        
          If
          the above rate is not published in H.15(519) prior to 3:00 p.m. on the
          Calculation Date, then the Prime Rate will be the rate on such
          Interest Determination Date as published in H.15 Daily Update opposite
          the caption “Bank Prime Loan”.

        
        

        
          If
          the rate is not published prior to 3:00 p.m. on the Calculation Date
          in either H.15(519) or H.15 Daily Update, then the Calculation Agent
          will determine the Prime Rate to be the arithmetic mean of the rates
          of interest publicly announced by each bank that appears on the
          Reuters Screen US PRIME1 Page (as defined below) as such bank’s
          prime rate or base lending rate as of 11:00 a.m. on that Interest
          Determination Date.

        
        

        
          If
          fewer than four such rates referred to above are so published by 3:00
          p.m. on the Calculation Date, the Calculation Agent will determine the
          Prime Rate to be the arithmetic mean of the prime rates or base
          lending rates quoted on the basis of the actual number of days in the
          year divided by 360 as of the close of business on such Interest
          Determination Date by three major banks in New York City selected by
          the Calculation Agent.

        
        

        
          If
          the banks selected are not quoting as mentioned above, the Prime Rate
          will remain the Prime Rate in effect on such Interest Determination
          Date.

        
        

        
          “Reuters
          Screen US PRIME1 Page” means the display designated as page
          “US PRIME1” on the Reuters Monitor Money Rates Service (or
          such other page as may replace the US PRIME1 page on that service for
          the purpose of displaying prime rates or base lending rates of major
          United States banks).

        
        

        
          Treasury
          Rate Notes

        
        

        
          “Treasury
          Rate” means:

        
        

        
          (1)
          the rate from the auction held on the Interest Determination Date (the
          “Auction”) of direct obligations of the United States (“Treasury
          Bills”) having the Index Maturity specified in the Supplement
          under the caption “INVESTMENT RATE” on the display on
          Moneyline Telerate (or any successor service) on page 56 (or any other
          page as may replace that page on that service) (“Telerate Page
          56”) or page 57 (or any other page as may replace that page on
          that service) (“Telerate Page 57”), or

        
        

        
          (2)
          if the rate referred to in clause (1) is not so published by 3:00 p.m.
          on the related Calculation Date, the Bond Equivalent Yield (as defined
          below) of the rate for the applicable Treasury Bills as published in
          H.15 Daily Update, under the caption “U.S. Government
          Securities/Treasury Bills/Auction High”, or

        
        

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        
        

        
          (3)
          if the rate referred to in clause (2) is not so published by 3:00 p.m.
          on the related Calculation Date, the Bond Equivalent Yield of the
          auction rate of the applicable Treasury Bills as announced by the
          United States Department of the Treasury, or

        
        

        
          (4)
          if the rate referred to in clause (3) is not so announced by the
          United States Department of the Treasury, or if the Auction is not
          held, the Bond Equivalent Yield of the rate on the particular Interest
          Determination Date of the applicable Treasury Bills as published in
          H.15(519) under the caption “U.S. Government Securities/Treasury
          Bills/Secondary Market”, or

        
        

        
          (5)
          if the rate referred to in clause (4) not so published by 3:00 p.m. on
          the related Calculation Date, the rate on the particular Interest
          Determination Date of the applicable Treasury Bills as published in
          H.15 Daily Update, under the caption “U.S. Government
          Securities/Treasury Bills/Secondary Market”, or

        
        

        
          (6)
          if the rate referred to in clause (5) is not so published by 3:00 p.m.
          on the related Calculation Date, the rate on the particular Interest
          Determination Date calculated by the Calculation Agent as the Bond
          Equivalent Yield of the arithmetic mean of the secondary market bid
          rates, as of approximately 3:30 p.m. on that Interest Determination
          Date, of three primary United States government securities dealers
          selected by the Calculation Agent for the issue of Treasury Bills with
          a remaining maturity closest to the Index Maturity specified in the
          Supplement, or

        
        

        
          (7)
          if the dealers so selected by the Calculation Agent are not quoting as
          mentioned in clause (6), the Treasury Rate in effect on the particular
          Interest Determination Date.

        
        

        
          “Bond
          Equivalent Yield” means a yield (expressed as a percentage)
          calculated in accordance with the following formula:

        
        

        
        

        
                       
                                                D
          x N

        
             
          Bond Equivalent Yield =   _______________________     
          x 100

        
        

        
                          
                                             360
          - (D x M)

        
        

        
          where
          “D” refers to the applicable per annum rate for Treasury
          Bills quoted on a bank discount basis and expressed as a decimal,
          “N” refers to 365 or 366, as the case may be, and “M”
          refers to the actual number of days in the applicable Interest Reset
          Period.

        
        

        
          	
                  
                  

                	
                  
                    3.

                	
                  
                    Final
                    Maturity.  The Stated Maturity Date for any
                    Note will be the date so specified in the Supplement, which
                    shall be no later than 397 days from the date of issuance.  On
                    its Stated Maturity Date, or any date prior to the Stated
                    Maturity Date on which the particular Note becomes due and
                    payable by the declaration of acceleration, each such date
                    being referred to as a Maturity Date, the principal amount
                    of each Note, together with accrued and unpaid interest
                    thereon, will be immediately due and payable.

                


        

        
        

        
          	
                  
                  

                	
                  
                    4.

                	
                  
                    Events
                    of Default.  The occurrence of any of the
                    following shall constitute an “Event of Default”
                    with respect to a Note:  (i) default in any
                    payment of principal of or interest on such Note (including
                    on a redemption thereof); (ii) the Issuer or the Guarantor
                    makes any compromise arrangement with its creditors
                    generally including the entering into any form of moratorium
                    with its creditors generally; (iii) a court having
                    jurisdiction shall enter a decree or order for relief in
                    respect of the Issuer or the Guarantor in an involuntary
                    case under any applicable bankruptcy, insolvency or other
                    similar law now or hereafter in effect, or there shall be
                    appointed a receiver, administrator, liquidator, custodian,
                    trustee or sequestrator (or similar officer) with respect to
                    the whole or substantially the 

                


        

        
        

        
        

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        
        

        
          
          

          
            	
                    
                    

                  	
                    
                    

                  	
                    
                      whole
                      of the assets of the Issuer or the Guarantor and any such
                      decree, order or appointment is not removed, discharged or
                      withdrawn within 60 days thereafter; or (iv) the Issuer or
                      the Guarantor shall commence a voluntary case under any
                      applicable bankruptcy, insolvency or other similar law now
                      or hereafter in effect, or consent to the entry of an
                      order for relief in an involuntary case under any such
                      law, or consent to the appointment of or taking possession
                      by a receiver, administrator, liquidator, assignee,
                      custodian, trustee or sequestrator (or similar official),
                      with respect to the whole or substantially the whole of
                      the assets of the Issuer or the Guarantor or make any
                      general assignment for the benefit of creditors.  Upon
                      the occurrence of an Event of Default, the principal of
                      each obligation evidenced by such Note (together with
                      interest accrued and unpaid thereon) shall become, without
                      any notice or demand, immediately due and payable.3

                  


          

          
          

        

        
          	
                  
                  

                	
                  
                    5.

                	
                  
                    Obligation
                    Absolute.  No provision of the Issuing and
                    Paying Agency Agreement under which the Notes are issued
                    shall alter or impair the obligation of the Issuer, which is
                    absolute and unconditional, to pay the principal of and
                    interest on each Note at the times, place and rate, and in
                    the coin or currency, herein prescribed.

                


        

        
        

        
          	
                  
                  

                	
                  
                    6.

                	
                  
                    Supplement.  Any
                    term contained in the Supplement shall supersede any
                    conflicting term contained herein.

                


        

        
        

        
        

        
        

        
        

        
        

        
          
 
        

        
          
            	
                    
                    

                  	
                    
                      3    
                      Unlike
                      single payment notes, where a default arises only at the
                      stated maturity, interest-bearing notes with multiple
                      payment dates should contain a default provision
                      permitting acceleration of the maturity if the Issuer
                      defaults on an interest payment.

                  


          

        

        
        

        
        

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        
        

        
          
            Exhibit
            D

        

        
        

        
          Model
          Opinion of Counsel to Issuer4

        
          
 
        

        
        

        
        

        
          [Date]                     

        
        

        
          

        

        
          Goldman,
          Sachs & Co.

        
          85
          Broad Street, 29th
          floor
        

        
          New
          York, NY, 10004

        
          Att:
          Fixed Income, Currency and Commodities

        
        

        
        

        
        

        
          Ladies
          and Gentlemen:

        
        

        
          We
          have acted as counsel to ________________, a _____________ corporation
          (the “Issuer”), in connection with the proposed offering
          and sale by the Issuer in the United States of commercial paper in the
          form of short-term promissory notes (the “Notes”).

        
        

        
          In
          our capacity as such counsel, we have examined a specimen form of
          Note, an executed copy of the Commercial Paper Dealer Agreement dated
          ____________, _____ (the “Agreement”) among the Issuer and
          Goldman, Sachs & Co. (the “Dealer”) and the Issuing
          and Paying Agency Agreement dated _____, _____ (the “Issuing and
          Paying Agency Agreement”) between the Issuer and _____, as
          issuing and paying agent (the “Issuing and Paying Agent”)
          as well as originals, or copies certified or otherwise identified to
          our satisfaction, of such other records and documents as we have
          deemed necessary as a basis for the opinions expressed below.  In
          such examination, we have assumed the genuineness of all documents
          submitted to us as originals, and the conformity to the originals of
          all documents submitted to us as copies.

        
        

        
          Capitalized terms used herein
          without definition are used as defined in the Agreement.

        
        

        
          Based upon the foregoing, it is
          our opinion that:

        
        

        
          	
                  
                  

                	
                  
                    1.

                	
                  
                    The
                    Issuer is a corporation duly organized, validly existing and
                    in good standing under the laws of the state of _________
                    and has all the requisite power and authority to execute,
                    deliver and perform its obligations under the Notes, the
                    Agreement and the Issuing and Paying Agency Agreement.

                


        

        
        

        
          	
                  
                  

                	
                  
                    2.

                	
                  
                    Each
                    of the Agreement and the Issuing and Paying Agency Agreement
                    has been duly authorized, executed and delivered by the
                    Issuer and constitutes a legal, valid and binding obligation
                    of the Issuer enforceable against the Issuer in accordance
                    with its terms subject to applicable bankruptcy, insolvency
                    and similar laws affecting creditors’ rights
                    generally, and subject, as to enforceability, to general
                    principles of equity (regardless of whether enforcement is
                    sought in a proceeding in equity or at law), and except as
                    rights under the Agreement to indemnity and contribution may
                    be limited by federal or state laws.

                


        

        
        

        
        

        
        

        
          
              
            
              	
                      
                      

                    	
                      
                        4    
                        Set
                        forth below are the operative provisions on which the
                        Dealer will generally expect a legal opinion.  Parties
                        should recognize that there may be additions to the
                        Dealer’s opinion request, and variations as to the
                        opinion language, depending on the details of the
                        transaction and the differing opinion practices of law
                        firms; it may also be necessary to split the opinion
                        between two or more counsels where no one counsel is in
                        a position to opine as to all subjects or in all
                        relevant jurisdictions.

                    


            

          

          
          

        

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        
        

        
        

        
          	
                  
                  

                	
                  
                    3.

                	
                  
                    The
                    Notes have been duly authorized, and when issued as provided
                    in the Issuing and Paying Agency Agreement, will be duly and
                    validly issued and will constitute legal, valid and binding
                    obligations of the Issuer enforceable against the Issuer in
                    accordance with their terms, subject to applicable
                    bankruptcy, insolvency and similar laws affecting creditors’
                    rights generally, and subject, as to enforceability, to
                    general principles of equity (regardless of whether
                    enforcement is sought in a proceeding in equity or at law).

                


        

        
        

        
          
            	
                    
                    

                  	
                    
                      4.

                  	
                    

                      
                        The
                        issuance and sale of Notes under the circumstances
                        contemplated by the Agreement and the Issuing and Paying
                        Agency Agreement do not require registration of the
                        Notes under the Securities Act of 1933, as amended,
                        pursuant to the exemption from registration contained in
                        Section 4(2) thereof [and Regulation D thereunder], and
                        do not require compliance with any provision of the
                        Trust Indenture Act of 1939, as amended; and the Notes
                        will rank at least pari passu with all other unsecured
                        and unsubordinated indebtedness of the Issuer.

                    

                  


          

        

        
        

        
          	
                  
                  

                	
                  
                    5.

                	
                  
                    [Except
                    as provided in Section 1.6(j) of the Agreement,]5  No
                    consent or action of, or filing or registration with, any
                    governmental or public regulatory body or authority,
                    including the Securities and Exchange Commission, is
                    required to authorize, or is otherwise required in
                    connection with the execution, delivery or performance of,
                    the Agreement, the Notes or the Issuing and Paying Agency
                    Agreement, except as may be required by the securities or
                    Blue Sky laws of the various states in connection with the
                    offer and sale of the Notes.

                


        

        
        

        
          	
                  
                  

                	
                  
                    6.

                	
                  
                    Neither
                    the execution and delivery of the Agreement and the Issuing
                    and Paying Agency Agreement, nor the issuance of the Notes
                    in accordance with the Issuing and Paying Agency Agreement,
                    nor the fulfillment of or compliance with the terms and
                    provisions of either thereof by the Issuer, will (i) result
                    in the creation or imposition of any mortgage, lien, charge
                    or encumbrance of any nature whatsoever upon any of the
                    properties or assets of the Issuer, or (ii) violate or
                    result in a breach or default under any of the terms of the
                    Issuer’s charter documents or by-laws, any contract or
                    instrument to which the Issuer is a party or by which it or
                    its property is bound, or any law or regulation, or any
                    order, writ, injunction or decree of any court or government
                    instrumentality, to which the Issuer is subject or by which
                    it or its property is bound.

                


        

        
        

        
          	
                  
                  

                	
                  
                    7.

                	
                  
                    There
                    is no litigation or governmental proceeding pending, or to
                    the knowledge of the Issuer threatened, against or affecting
                    the Issuer or any of its subsidiaries which might result in
                    a material adverse change in the condition (financial or
                    otherwise), operations or business prospects of the Issuer
                    or the ability of the Issuer to perform its obligations
                    under the Agreement, the Notes or the Issuing and Paying
                    Agency Agreement.

                


        

        
        

        
        

        
          
          

          
          

          
            
                
              
                	
                        
                        

                      	
                        
                          5    
                          To
                          be added where the parties wish to fully rely on the
                          safe harbor in Rule 506.  See BMA Model
                          Guidance Note relating to Section 1.6 generally and
                          paragraph 2 in the Addendum.

                      


              

            

            
            

          

        

        
        

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        
        

        
        

        
          	
                  
                  

                	
                  
                    8.

                	
                  
                    The
                    Issuer is not an “investment company” within the
                    meaning of the Investment Company Act of 1940, as amended.6

                


        

        
        

        
        

        
          This
          opinion may be delivered to the Issuing and Paying Agent, each holder
          from time to time of Notes and any nationally recognized rating agency
          (in connection with the rating of the Notes), each of which may rely
          on this opinion to the same extent as if such opinion were addressed
          to it.

        
        

        
        

        
          

        

        
        

        
        

        
          Very truly yours,

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
          
 
        

        
          
          
            	
                    
                    

                  	
                    
                      6    The phrase “or
                      an entity controlled by an investment company” is
                      not included in this paragraph or in the representation in
                      Section 2.11 of the Agreement.  See BMA Model
                      Guidance Note to Section 2.11 for a description of the
                      limited circumstances where this phrase should be
                      included.

                  


          

        

        
        

        
        

        
        

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        
        

        
          Model
          Certificate as to Resolutions7

        
          [Name
          of Issuer]

        
        

        
        

        
        

        
        

        
          I,
          ____________, the [Assistant] Secretary of _______________, a
          _____________ corporation (the “Issuer”), do hereby
          certify, in connection with the issuance and sale of short-term
          promissory notes under the Commercial Paper Dealer Agreement dated
          ____________, ____ (the “Agreement”, the terms defined
          therein being used herein as therein defined) between the Issuer and
          Goldman, Sachs & Co. (the “Dealer”), that:

        
        

        
        

        
          	
                  
                  

                	
                  
                    1.

                	
                  
                    The
                    following resolution was duly adopted by the Board of
                    Directors of the Issuer [by unanimous written consent dated
                    _____, ____] [at a meeting thereof duly called and held on
                    _______, _____, at which meeting a quorum was present and
                    acting throughout], and such resolution has not been
                    amended, modified or revoked and is in full force and effect
                    on the date hereof:

                


        

        
        

        
        

        
          RESOLVED,
          that the Chairman of the Board, the President, the Executive Vice
          President, any Vice President and the Treasurer of the Issuer be, and
          each of them hereby is, individually authorized to: (i) borrow for the
          use and benefit of the Issuer from time to time through the issuance
          of commercial paper notes8;
          (ii) execute such commercial paper notes in the name and on behalf of
          the Issuer and issue such notes in accordance with the Issuing and
          Paying Agency Agreement referred to below; (iii) execute and deliver
          (A) a Commercial Paper Dealer Agreement between the Issuer and
          Goldman, Sachs & Co., as Dealer, providing, among other things,
          for the sale of commercial paper notes on behalf of the Issuer and the
          indemnification of the Dealer in connection therewith, (B) an Issuing
          and Paying Agency Agreement between the Issuer and _____________, as
          issuing and paying agent, and (C) a Letter of Representations
          addressed to The Depository Trust Company; (iv) execute and file with
          the Securities and Exchange Commission Form D and any and all
          amendments thereto, as required by Section 1.6(j) of the Agreement;9
          (v) delegate to any other officers or employees of the Issuer
          authority to give instructions to the Dealer pursuant to the
          Agreement; and (vi) do such acts and execute such other instruments
          and documents as may be necessary and proper to effect the
          transactions contemplated hereby including (a) amending documents
          referred to herein and (b) appointing additional dealers and
          successors to any of the parties named.

        
        

        
          
 
        

        
            
          
            7    This
            model certificate will serve as a guide for resolutions adopted by
            the Issuer.  Any resolutions actually adopted, regardless
            of form, should cover all the substantive matters covered in this
            model, and a certificate substantially to the effect of this model
            is required to be delivered to the Dealer under Section 3.6(c) of
            the Agreement.

        

        
            
          
            8     The
            reference to a specific dollar amount was removed in order to
            provide issuers flexibility with respect to the total amount of
            commercial paper issued without having to update the Resolutions.

        

        
            
          
            9    Clause
            (iv) may be deleted if Section 1.6(j) is not part of the Agreement.
            See paragraph 2 of the Addendum and the BMA Model Guidance Note
            relating to Section 1.6 generally.

        

        
        

        
          

        

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        
        

        
        

        
        

        
          	
                  
                    2.

                	
                  
                    Each
                    of the Agreement and the Issuing and Paying Agency
                    Agreement, as executed and delivered by the Issuer, is
                    substantially in the form thereof approved by the Board of
                    Directors and referred to in the resolution set forth in
                    paragraph 1 hereof.

                


        

        
        

        
        

        
          

        

        
        

        
        

        
          IN
          WITNESS WHEREOF, I have signed this certificate the _____ day of
          _______, ________.

        
        

        
        

        
          _____________________________

        
          [Assistant]
          Secretary