ex10-1.htm


    
    

    
      Exhibit 10.1
    

    
    

    
      
        
          

        

        
          

        

        
          	
                  
                    
                      Commercial
                      Paper

                    
                      Dealer
                      Agreement

                  

                


        

        
          

        

        
          4(2)
          Program - Domestic Issuer

        
          

        

        
        

      

      
        Between:

      
      

      
      

      
        NORFOLK SOUTHERN CORPORATION,
        as Issuer, and

      
      

      
        J.P. MORGAN SECURITIES INC.,
        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.

              


      

      
      

      
      

      
        
           

        

        
          
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                  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).

              


      

      
      

      
      

      
        
           

        

        
          
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                  (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.

              


      

      
      

      
        	
                
                  (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 

              


      

      
      

      
      

      
        
           

        

        
          
            4

          
            

          

        

        
           

        

      

      
      

      
        
        

        
          	
                  
                    (b)  

                	
                  
                    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.

              


      

      
      

      
      

      
        
           

        

        
          
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                  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.

                  


          

          
            
 
          

        

        
          
             

          

          
            
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                  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.

              


      

      
      

      
      

      
        
           

        

        
          
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                  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.

              


      

      
      

      
        	
                
                

              	
                
                  4.3

              	
                
                  (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, incorporators,
                  shareholders, servants, 

              


      

      
      

      
      

      
        
           

        

        
          
            8

          
            

          

        

        
           

        

      

      
      

      
        
        

        
          	
                  
                  

                	
                  
                  

                	
                  
                    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

                	
                   
                	
                  
                    J.P. Morgan
                    Securities Inc., as
                    Dealer

                
	
                   
                	
                   
                	
                   
                
	
                  
                    By:

                	
                   /s/
                  William J. Romig
                	
                   
                	
                  
                    By:

                	
                   /s/
                  Johanna C. Foley
                
	
                   
                	
                   
                	
                   
                	
                   
                	
                   
                
	
                  
                    Name:

                	
                  
                    William
                    J. Romig

                	
                   
                	
                  
                    Name:

                	
                   Johanna
                  C. Foley
                
	
                   
                	
                   
                	
                   
                	
                   
                	
                   
                
	
                  
                    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

      
      

      
      

      
        Goldman Sachs &
        Co. 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:

                	
                  
                    270
                    Park Avenue, 8th
                    Floor, New York, NY  10017
                  

                
	
                   
                	
                   
                	
                   
                
	
                   
                	
                  
                    Attention:

                	
                  
                    Short
                    Term Fixed Income Division

                
	
                   
                	
                   
                	
                   
                
	
                   
                	
                  
                    Telephone
                    number:

                	
                  
                    (212)
                    834-5543

                
	
                   
                	
                   
                	
                   
                
	
                   
                	
                  
                    Fax
                    number:

                	
                  
                    (212)
                    834-6172

                


        

      

      
      

      
      

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
      

      
        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 Dat

      
      

      
        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]                     

      
      

      
        

      

      
        J.P.
        Morgan Securities Inc.

      
        270
        Park Avenue, 8th
        floor
      

      
        New
        York, NY, 10017

      
        Att:
        Short Term Fixed Income Division

      
      

      
      

      
        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
        J.P. Morgan Securities Inc. (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 J.P. Morgan Securities
        Inc. (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 J.P. Morgan Securities Inc., 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