Exhibit 4.1

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                          FIFTH SUPPLEMENTAL INDENTURE

                                     between

                          NORFOLK SOUTHERN CORPORATION

                                       and

                      U. S. BANK TRUST NATIONAL ASSOCIATION

                               Dated July 5, 2001

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         FIFTH SUPPLEMENTAL INDENTURE, dated July 5, 2001 (the "Fifth
Supplemental Indenture"), between Norfolk Southern Corporation, a Virginia
corporation (the "Corporation"), and U.S. Bank Trust National Association,
formerly known as First Trust of New York National Association, as successor
trustee (the "Trustee"), under the Indenture, dated as of January 15, 1991,
between the Corporation and the Trustee (the "Base Indenture"), as supplemented
by the First Supplemental Indenture, dated as of May 19, 1997, between the
Corporation and the Trustee, the Second Supplemental Indenture, dated as of
April 26, 1999, between the Corporation and the Trustee, the Third Supplemental
Indenture, dated as of May 23, 2000, between the Corporation and the Trustee,
and the Fourth Supplemental Indenture, dated as of February 6, 2001, between the
Corporation and the Trustee.

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

         WHEREAS, pursuant to the terms of the Base Indenture, the Corporation
desires to provide for the establishment of a new series of Securities
designated its Floating Rate Senior Notes due July 7, 2003 (the "Notes"), the
form and substance of the Notes and the terms, provisions and conditions thereof
to be set forth as provided in the Base Indenture and this Fifth Supplemental
Indenture; and

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

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

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                                    ARTICLE I

                                   DEFINITIONS

Section 11        DEFINITION OF TERMS.

                  Unless the context otherwise requires:

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

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

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

                  (4) a reference to a Section or Article is to a Section or
Article of this Fifth Supplemental Indenture;

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

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

                  "ACCRUED INTEREST FACTOR" shall have the meaning set forth in
Section 204(b).

                  "BUSINESS DAY" means any day except a Saturday, a Sunday or a
legal holiday in The City of New York on which banking institutions are
authorized or required by law, regulation or executive order to close; PROVIDED,
that the day is also a London Business Day.

                  "CALCULATION AGENT" shall mean U.S. Bank Trust National
Association.

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

                  "CONSOLIDATED NET TANGIBLE ASSETS" means, at any date, the
total assets appearing on the most recent consolidated balance sheet of the
Corporation and Restricted Subsidiaries as at the end of the fiscal quarter of
the Corporation ending not more than 135 days prior to such date, prepared in
accordance with

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generally accepted accounting principles, less (i) all current liabilities (due
within one year) as shown on such balance sheet, (ii) applicable reserves, (iii)
investments in and advances to Securitization Subsidiaries and Subsidiaries of
Securitization Subsidiaries that are consolidated on the consolidated balance
sheet of the Corporation and its Subsidiaries, and (iv) Intangible Assets and
liabilities relating thereto.

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

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

         "GLOBAL NOTE" shall have the meaning set forth in Section 203.

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

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

         "INTEREST PAYMENT DATE" shall have the meaning set forth in Section
204(a).

         "INTEREST PERIOD" shall have the meaning set forth in Section 204(a).

         "INTEREST RATE" shall have the meaning set forth in Section 204(b).

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         "INTEREST RESET DATE" shall have the meaning set forth in Section
204(b).

         "INTEREST DETERMINATION DATE" shall have the meaning set forth in
Section 204(b).

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

         "LONDON BUSINESS DAY" means any day on which dealings in United States
dollars are transacted in the London interbank market.

         "MATURITY DATE" shall have the meaning set forth in Section 204(a).

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

         "PRINCIPAL SUBSIDIARY" shall mean Norfolk Southern Railway Company.

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

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

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

         "SECURITIZATION SUBSIDIARY" means a Subsidiary of the Corporation (i)
which is formed for the purpose of effecting one or more Securitization
Transactions

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

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

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

         "TELERATE PAGE 3750" means the display designated as "Page 3750" on
Bridge Telerate, Inc., or any successor service, for the purpose of displaying
the London interbank rates of major banks for United States dollars.



                                   ARTICLE II

                    GENERAL TERMS AND CONDITIONS OF THE NOTES

Section 12        DESIGNATION AND PRINCIPAL AMOUNT.

                  There shall be and is hereby authorized a new series of
Securities designated the "Floating Rate Senior Notes due July 7, 2003." The
aggregate principal amount of the new series of Securities authorized by this
Supplemental

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Indenture shall be limited to $250,000,000 (unless the issue of such series of
Securities is "reopened" pursuant to Section 801(10) of the Base Indenture (as
set forth herein) by issuing additional debt Securities of such series), in an
amount or amounts and registered in the names of such Persons as shall be set
forth in any written order of the Corporation for the authentication and
delivery of Notes pursuant to Section 303 of the Base Indenture.

Section 13        PLACE OF PAYMENT: SECURITY REGISTER FOR NOTES.

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

Section 14        GLOBAL NOTE.

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

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

Section 15        INTEREST.

                  (1) The Notes will bear interest at the Interest Rate (as
defined below) from July 5, 2001, until the principal thereof becomes due and
payable. Interest on the Notes will be payable quarterly in arrears on July 7,
October 7, January 7, and April 7 of each year, commencing on October 7, 2001
(each an "Interest Payment Date"), and on July 7, 2003 (the "Maturity Date").
Interest on the Notes will accrue from, and including, July 5, 2001, to, but
excluding the first Interest Payment Date and then from, and including, the
immediately preceding Interest Payment Date to which interest has been paid or
duly provided for to, but excluding, the next Interest Payment Date or the
Maturity Date, as the case may be

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(each an "Interest Period"). If any of the quarterly Interest Payment Dates
listed above falls on a day that is not a Business Day, the Corporation will
postpone the Interest Payment Date to the next succeeding Business Day unless
that Business Day is in the next succeeding calendar month, in which case the
Interest Payment Date will be the immediately preceding Business Day. Interest
on the Notes will be computed on the basis of a 360-day year for the actual
number of days elapsed. If the Maturity Date of the Notes falls on a day that is
not a Business Day, the Corporation will pay principal and interest on the next
succeeding Business Day, but the Corporation will consider that payment as being
made on the date that the payment was due to the Holder of the Notes.
Accordingly, no interest will accrue on the payment for the period from and
after the Maturity Date to the date the Corporation makes the payment to the
Holder of the Notes on the next succeeding Business Day.

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

                  (3) The interest rate on the Notes will be calculated by the
Calculation Agent and will be equal to LIBOR plus .57% (the "Interest Rate").
The Calculation Agent will reset the Interest Rate on each Interest Payment
Date, and on July 5, 2001 (each an "Interest Reset Date"). The second London
Business Day preceding an Interest Reset Date will be the interest determination
date (the "Interest Determination Date") for that Interest Reset Date. The
Interest Rate in effect on each day that is not an Interest Reset Date will be
the Interest Rate determined as of the Interest Determination Date pertaining to
the immediately preceding Interest Reset Date. The Interest Rate in effect on
any day that is an Interest Reset Date will be the Interest Rate determined as
of the Interest Determination Date pertaining to that Interest Reset Date. The
amount of accrued interest payable for any Interest Period is calculated by
multiplying the face amount of the Notes by an accrued interest factor (the
"Accrued Interest Factor"). This Accrued Interest Factor is computed by adding
the interest factor calculated for each day from July 5, 2001, or from the last
date the Corporation paid interest on the Notes, to the date for which accrued
interest is being calculated. The interest factor for each day is computed by
dividing the Interest Rate applicable to that day by 360.

                  (4) "LIBOR" will be determined by the Calculation Agent in
accordance with the following provisions:

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                           (1) With respect to any Interest Determination Date,
                  LIBOR will be the rate for deposits in United States dollars
                  having a maturity of three months commencing on the first day
                  of the applicable Interest Period that appears on Telerate
                  Page 3750 as of 11:00 A.M., London time, on that Interest
                  Determination Date. If no rate appears, LIBOR, in respect to
                  that Interest Determination Date, will be determined in
                  accordance with the provisions described in (ii) below.

                           (2) With respect to an Interest Determination Date on
                  which no rate appears on Telerate Page 3750, as specified in
                  (i) above, the Calculation Agent will request the principal
                  London offices of each of four major reference banks in the
                  London interbank market, as selected by the Calculation Agent,
                  to provide the Calculation Agent with its offered quotation
                  for deposits in United States dollars for the period of three
                  months, commencing on the first day of the applicable Interest
                  Period, to prime banks in the London interbank market at
                  approximately 11:00 A.M., London time, on that Interest
                  Determination Date and in a principal amount that is
                  representative for a single transaction in United States
                  dollars in that market at that time. If at least two
                  quotations are provided, then LIBOR on that Interest
                  Determination Date will be the arithmetic mean of those
                  quotations. If fewer than two quotations are provided, then
                  LIBOR on the Interest Determination Date will be the
                  arithmetic mean of the rates quoted at approximately 11:00
                  A.M., in The City of New York, on the Interest Determination
                  Date by three major banks in The City of New York selected by
                  the Calculation Agent for loans in United States dollars to
                  leading European banks, having a three-month maturity and in a
                  principal amount that is representative for a single
                  transaction in United States dollars in that market at that
                  time; provided, however, that if the banks selected by the
                  Calculation Agent are not providing quotations in the manner
                  described by this sentence, LIBOR determined as of that
                  Interest Determination Date will be LIBOR in effect on that
                  Interest Determination Date.

                                   ARTICLE III

                                    COVENANTS

Section 16        LIMITATION ON LIENS ON STOCK OR INDEBTEDNESS OF PRINCIPAL
                  SUBSIDIARIES.

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

Section 17        LIMITATIONS ON FUNDED DEBT.

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

                  This Section 302 shall not apply to, and there shall be
excluded from Funded Debt in any computation pursuant hereto, Funded Debt
secured by: (i) Liens on real or physical property of any corporation existing
at the time such corporation becomes a Subsidiary; (ii) Liens on real or
physical property existing at the time of acquisition thereof incurred within
180 days of the time of acquisition thereof (including, without limitation,
acquisition through merger or consolidation) by the Corporation or any
Restricted Subsidiary; (iii) Liens on real or physical property thereafter
acquired (or constructed) by the Corporation or any Restricted Subsidiary and
created prior to, at the time of, or within 270 days after such acquisition
(including, without limitation, acquisition through merger or consolidation) (or
the completion of such construction or commencement of commercial operation of
such property, whichever is later) to secure or provide for the payment of all
or any part of the purchase price (or the construction price) thereof; (iv)
Liens in favor of the Corporation or any Restricted Subsidiary; (v) Liens in
favor of the United States of America, any State thereof or the District of
Columbia, or any agency, department or other instrumentality thereof, to secure
partial, progress, advance or other payments pursuant to any contract or the
provisions of any statute, (vi) Liens incurred or assumed in connection with the
issuance of revenue bonds the interest on which is exempt from federal income
taxation pursuant to Section 103 (b) of the Internal

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Revenue Code of 1954, as amended; (vii) Liens securing the performance of any
contract or undertaking not directly or indirectly in connection with the
borrowing of money, the obtaining of advances or credit or the securing of
Funded Debt, if made and continuing in the ordinary course of business; (viii)
Liens incurred (no matter when created) in connection with the Corporation's or
a Restricted Subsidiary's engaging in a leveraged or single-investor lease
transaction; PROVIDED, HOWEVER, that the instrument creating or evidencing any
borrowings secured by such Lien will provide that such borrowings are payable
solely out of the income and proceeds of the property subject to such Lien and
are not a general obligation of the Corporation or such Restricted Subsidiary;
(ix) Liens under workers' compensation laws, unemployment insurance laws or
similar legislation, or good faith deposits in connection with bids, tenders,
contracts or deposits to secure public or statutory obligations of the
Corporation or any Restricted Subsidiary, or deposits of cash or obligations of
the United States of America to secure surety, repletion and appeal bonds to
which the Corporation or any Restricted Subsidiary is a party or in lieu of such
bonds, or pledges or deposits for similar purposes in the ordinary course of
business, or Liens imposed by law, such as laborers' or other employees',
carriers', warehousemen's, mechanics', materialmen's and vendors' Liens and
Liens arising out of judgments or awards against the Corporation or any
Restricted Subsidiary with respect to which the Corporation or such Restricted
Subsidiary at the time shall be prosecuting an appeal or proceedings for review
and with respect to which it shall have secured a stay of execution pending such
appeal or proceedings for review, or Liens for taxes not yet subject to
penalties for nonpayment or the amount or validity of which is being in good
faith contested by appropriate proceedings by the Corporation or any Restricted
Subsidiary, as the case may be, or minor survey exceptions, minor encumbrances,
easement or reservations of, or rights of others for, rights-of-way, sewers,
electric lines, telegraph and telephone lines and other similar purposes, or
zoning or other restrictions or Liens on the use of real properties which Liens,
exceptions, encumbrances, easements, reservations, rights and restrictions do
not, in the opinion of the Corporation, in the aggregate materially detract from
the value of said properties or materially impair their use in the operation of
the business of the Corporation and its Restricted Subsidiaries; (x) Liens
incurred to finance construction, alteration or repair of any real or physical
property and improvements thereto prior to or within 270 days after completion
of such construction, alteration or repair; (xi) Liens incurred (no matter when
created) in connection with a Securitization Transaction; (xii) Liens on
property (or any Receivable arising in connection with the lease thereof)
acquired by the Corporation or a Restricted Subsidiary through repossession,
foreclosure or lien proceeding and existing at the time of the repossession,
foreclosure, or like proceeding; (xiii) Liens on deposits of the Corporation or
a Restricted Subsidiary with banks (in the aggregate, not exceeding $50
million), in accordance with customary banking practice, in connection with the
providing by the Corporation or a Restricted Subsidiary of financial
accommodations to any Person in

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the ordinary course of business; or (xiv) any extension, renewal, refunding or
replacement of the foregoing.


                                   ARTICLE IV

                             REDEMPTION OF THE NOTES

Section 18        REDEMPTION OF THE NOTES.

                  The Notes may not be redeemed in whole or in part, at any
time, by the Corporation prior to July 7, 2003.

Section 19        NO SINKING FUND.

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

                                    ARTICLE V

                                  FORM OF NOTES

Section 110       FORM OF NOTES.

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

                                   ARTICLE VI

                             ORIGINAL ISSUE OF NOTES

Section 111       ORIGINAL ISSUE OF NOTES.

                  The Notes in the initial aggregate principal amount of
$250,000,000 may, upon execution of this Fifth Supplemental Indenture, be
executed by the Corporation and delivered to the Trustee for authentication as
provided in Sections 301 and 303 of the Base Indenture.


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                                   ARTICLE VII

                                  MISCELLANEOUS

Section 112       RATIFICATION.

                  The Base Indenture, the First Supplemental Indenture, the
Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth
Supplemental Indenture, as supplemented by this Fifth Supplemental Indenture,
are in all respects ratified and confirmed, and this Fifth Supplemental
Indenture shall be deemed part of the Base Indenture in the manner and to the
extent herein and therein provided.

Section 113       TRUSTEE NOT RESPONSIBLE FOR RECITALS.

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

Section 114       GOVERNING LAW.

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

Section 115       SEPARABILITY.

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

Section 116       COUNTERPARTS.

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

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

                                   NORFOLK SOUTHERN CORPORATION



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



Attest:


By: /s/ Reginald J. Chaney
    ------------------------------------
    Name: Reginald J. Chaney
    Title: Assistant Corporate Secretary



                                   U.S. BANK TRUST NATIONAL
                                   ASSOCIATION, as Trustee

                                   By: /s/ Amy Roberts
                                   ---------------------
                                   Name: Amy Roberts
                                   Title: Vice President



Attest:


By: /s/ Ignazio Tamburello
    ------------------------
    Name: Ignazio Tamburello
    Title: Trust Officer


<PAGE>


                                    EXHIBIT A

                                    FORM ONLY
                                  FACE OF NOTE

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

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

No. 001                                                   CUSIP No. 655844 AR 9

                          NORFOLK SOUTHERN CORPORATION

                                      NOTE
                                DUE JULY 7, 2003

                  NORFOLK SOUTHERN CORPORATION, a corporation organized under
the laws of the Commonwealth of Virginia (herein called the "Corporation", which
term includes any successor corporation under the Base Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of Two-Hundred and Fifty Million Dollars
($250,000,000) on July 7, 2003 (the "Maturity Date") and to pay interest thereon
from July 5, 2001 or from the most recent interest payment date to which
interest has been paid or duly provided for, quarterly in arrears on July 7,
October 7, January 7, and April 7 of each year, commencing on October 7, 2001
(each an "Interest Payment Date"), and on the Maturity Date. Interest on this
Note will accrue from, and including, July 5, 2001, to, but excluding the first
Interest Payment Date and then from, and including, the immediately preceding
Interest Payment Date to which interest has been paid or duly

                                      A-1

<PAGE>

provided for to, but excluding, the next Interest Payment Date or the Maturity
Date, as the case may be (each an "Interest Period"). If any of the quarterly
Interest Payment Dates listed above falls on a day that is not a Business Day,
the Corporation will postpone the Interest Payment Date to the next succeeding
Business Day unless that Business Day is in the next succeeding calendar month,
in which case the Interest Payment Date will be the immediately preceding
Business Day. Interest on this Note will be computed on the basis of a 360-day
year for the actual number of days elapsed. If the Maturity Date of this Note
falls on a day that is not a Business Day, the Corporation will pay principal
and interest on the next succeeding Business Day, but the Corporation will
consider that payment as being made on the date that the payment was due to the
Holder of this Note. Accordingly, no interest will accrue on the payment for the
period from and after the Maturity Date to the date the Corporation makes the
payment to the Holder of this Note on the next succeeding Business Day.

                  The interest installment so payable, and punctually paid or
duly provided for, on any Interest Payment Date will be paid to the Person in
whose name the Note is registered at the close of business on the fifteenth
calendar day, whether or not a Business Day, immediately preceding the Interest
Payment Date. However, interest paid on the Maturity Date, will be payable to
the Person to whom the principal will be payable. Any such interest installment
not punctually paid or duly provided for shall forthwith cease to be payable to
the registered Holders on such regular record date and may be paid to the Person
in whose name this Note (or one or more Predecessor Security) is registered at
the close of business on a special record date to be fixed by the Trustee for
the payment of such defaulted interest, notice whereof shall be given to the
registered Holders of Notes not less than 10 days prior to such special record
date, or may be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which this Note may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in the Base Indenture.

                  The principal of and premium, if any, and the interest on this
Note shall be payable at the office or agency of the Trustee maintained for that
purpose in any coin or currency of the United States of America that at the time
of payment is legal tender for payment of public and private debts; PROVIDED,
HOWEVER, that payment of interest may be made, at the option of the Corporation
and upon prior notice to the Trustee, by check mailed to the registered Holder
at such address as shall appear in the Security Register or by wire transfer to
an account designated by a Holder in writing not less than 10 days prior to the
date of payment.

                  The interest rate on this Note will be calculated by U.S. Bank
Trust National Association (the "Calculation Agent") and will be equal to LIBOR
plus .57% (the "Interest Rate"). The Calculation Agent will reset the Interest
Rate on each Interest Payment Date, and on July 5, 2001 (each an "Interest Reset
Date"). The

                                      A-2

<PAGE>

second London Business Day preceding an Interest Reset Date will be the interest
determination date (the "Interest Determination Date") for that Interest Reset
Date. The Interest Rate in effect on each day that is not an Interest Reset Date
will be the Interest Rate determined as of the Interest Determination Date
pertaining to the immediately preceding Interest Reset Date. The Interest Rate
in effect on any day that is an Interest Reset Date will be the Interest Rate
determined as of the Interest Determination Date pertaining to that Interest
Reset Date.

                  The amount of accrued interest payable for any Interest Period
is calculated by multiplying the face amount of this Note by an accrued interest
factor (the "Accrued Interest Factor"). This Accrued Interest Factor is computed
by adding the interest factor calculated for each day from July 7, 2001, or from
the last date the Corporation paid interest on this Note, to the date for which
accrued interest is being calculated. The interest factor for each day is
computed by dividing the Interest Rate applicable to that day by 360. Interest
on this Note will be computed on the basis of a 360-day year for the actual
number of days elapsed.

                  "Business Day" means any day except a Saturday, a Sunday or a
legal holiday in The City of New York on which banking institutions are
authorized or required by law, regulation or executive order to close; PROVIDED,
that the day is also a London Business Day. "London Business Day" means any day
on which dealings in United States dollars are transacted in the London
interbank market.

                  "LIBOR" will be determined by the Calculation Agent in
accordance with the following provisions:

                  (1) With respect to any Interest Determination Date, LIBOR
will be the rate for deposits in United States dollars having a maturity of
three months commencing on the first day of the applicable Interest Period that
appears on Telerate Page 3750 as of 11:00 A.M., London time, on that Interest
Determination Date. If no rate appears, LIBOR, in respect to that Interest
Determination Date, will be determined in accordance with the provisions
described in (b) below;

                  (2) With respect to an Interest Determination Date on which no
rate appears on Telerate Page 3750, as specified in (a) above, the Calculation
Agent will request the principal London offices of each offour major reference
banks in the London interbank market, as selected by the Calculation Agent, to
provide the Calculation Agent with its offered quotation for deposits in United
States dollars for the period of three months, commencing on the first day of
the applicable Interest Period, to prime banks in the London interbank market at
approximately 11:00 A.M., London time, on that Interest Determination Date and
in a principal amount that is representative for a single transaction in United
States dollars in that market at that time. If at least two quotations are
provided, then LIBOR on that Interest Determination Date will be the arithmetic
mean of those quotations. If fewer than two quota-

                                      A-3

<PAGE>

tions are provided, then LIBOR on the Interest Determination Date will be the
arithmetic mean of the rates quoted at approximately 11:00 A.M., in The City of
New York, on the Interest Determination Date by three major banks in The City of
New York selected by the Calculation Agent for loans in United States dollars to
leading European banks, having a three-month maturity and in a principal amount
that is representative for a single transaction in United States dollars in that
market at that time; PROVIDED, HOWEVER, that if the banks selected by the
Calculation Agent are not providing quotations in the manner described by this
sentence, LIBOR determined as of that Interest Determination Date will be LIBOR
in effect on that Interest Determination Date.

                  "Telerate Page 3750" means the display designated as "Page
3750" on Bridge Telerate, Inc., or any successor service, for the purpose of
displaying the London interbank rates of major banks for United States dollars.

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

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

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

                                      A-4

<PAGE>



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

                                     NORFOLK SOUTHERN CORPORATION

                                     By:__________________________
                                        Name:
                                        Title:


Attest:

By:_______________________________________
   Name:
   Title: Secretary or Assistant Secretary


                                      A-5
<PAGE>



                          CERTIFICATE OF AUTHENTICATION

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

U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee

By:__________________________
Authorized Officer


Dated:______________________


                                      A-6
<PAGE>


                            (FORM OF REVERSE OF NOTE)

                  This Note is one of a duly authorized series of securities of
the Corporation (herein sometimes referred to as the "Security"), issued or to
be issued in one or more series under and pursuant to an Indenture, dated as of
January 15, 1991 (the "Base Indenture"), duly executed and delivered between the
Corporation and U.S. Bank Trust National Association, formerly known as First
Trust of New York National Association, as successor trustee (the "Trustee"), as
supplemented by the First Supplemental Indenture, dated as of May 19, 1997 (the
"First Supplemental Indenture"), between the Corporation and the Trustee, the
Second Supplemental Indenture, dated April 26, 1999 (the "Second Supplemental
Indenture") between the Corporation and the Trustee, the Third Supplemental
Indenture, dated May 23, 2000 (the "Third Supplemental Indenture") between the
Corporation and the Trustee, the Fourth Supplemental Indenture, dated February
6, 2001, and the Fifth Supplemental Indenture, dated July 5, 2001 (the "Fifth
Supplemental Indenture") between the Corporation and the Trustee to which Base
Indenture, First Supplemental Indenture, Second Supplemental Indenture, Third
Supplemental Indenture, Fourth Supplemental Indenture and Fifth Supplemental
Indenture reference is hereby made for a description of the rights, limitations
of rights, obligations, duties and immunities thereunder of the Trustee, the
Corporation and the Holders of the Security. By the terms of the Base Indenture,
the Securities are issuable in series that may vary as to amount, date of
maturity, rate of interest and in other respects as provided in the Base
Indenture. This Security is the series designated on the face hereof (the
"Notes") and is limited in aggregate principal amount as specified in said Fifth
Supplemental Indenture.

                  The Corporation may not redeem this Note in whole or in part,
at any time prior to July 7, 2003. The Note is not entitled to the benefit of
any sinking fund.

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

                  The Base Indenture contains provisions permitting the
Corporation and the Trustee, with the consent of the Holders of not less than a
majority in principal amount of the Outstanding Security of each series
affected, to execute supplemental indentures for the purpose of adding any
provisions to the Base Indenture or of modifying in any manner the rights of the
Holders of the Security; PROVIDED, HOWEVER, that no such supplemental indenture
shall (i) change the Stated Maturity of the principal of, or any installment of
principal of or interest on, any Security, or reduce the principal amount
thereof or any premium payable upon the redemption thereof or the rate of
interest thereon, or to reduce the amount of princi pal of an Original Issue
Discount Security that would be due and payable upon a

                                      A-7

<PAGE>

declaration of acceleration of the Maturity thereof pursuant to Section 502 of
the Base Indenture, or change any Place of Payment where, or the coin or
currency in which, any Security (or premium, if any, thereon) or the interest
thereon is payable, or impair the right to institute suit for the enforcement of
any such payment on or after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date); or (ii) reduce the percentage in
principal amount of the Outstanding Security of any series, the Holders of which
are required to consent to any such supplemental indenture or to waive certain
defaults thereunder and their consequences provided for in the Base Indenture;
or (iii) modify any of the provisions of the Base Indenture relating to
supplemental indentures that require consent of Holders, the waiver of past
defaults or the waiver of certain covenants, except to increase any such
percentage or to provide that certain other provisions of the Base Indenture
cannot be modified or waived, without the consent of the Holders of each
Outstanding Security affected thereby. The Base Indenture also contains
provisions permitting the Holders of not less than a majority in principal
amount of the Outstanding Security of any series affected thereby, on behalf of
all of the Holders of the Security of such series, to waive any past Default
under the Base Indenture, and its consequences, except a Default in the payment
of the principal of, premium, if any, or interest on any Security of such series
or a Default in respect of a covenant or provision of the Base Indenture which
cannot be modified or amended without the consent of the Holder of each
Outstanding Security of such series affected. Any such consent or waiver by the
registered Holder of this Note (unless revoked as provided in the Base
Indenture) shall be conclusive and binding upon such Holder and upon all future
Holders and owners of this Note and of any Note issued in exchange therefor or
in place hereof (whether by registration of transfer or otherwise), irrespective
of whether or not any notation of such consent or waiver is made upon this Note.

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

                  As provided in the Base Indenture and subject to certain
limitations therein set forth, this Note is transferable by the registered
Holder hereof on the Security Register of the Corporation, upon surrender of
this Note for registration of transfer at the office or agency of the Trustee in
New York, New York duly endorsed by the registered Holder hereof or accompanied
by a written instrument or instru ments of transfer in form satisfactory to the
Corporation and the Security Registrar duly executed by the registered Holder
hereof or his attorney duly authorized in

                                      A-8

<PAGE>

writing, and thereupon one or more new Notes of this series of authorized
denominations and for the same aggregate principal amount will be issued to the
designated transferee or transferees.

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

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

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

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

                  All terms used in this Note that are defined in the Base
Indenture, the First Supplemental Indenture, the Second Supplemental Indenture,
the Third Supplemental Indenture, Fourth Supplemental Indenture or the Fifth
Supplemental Indenture shall have the meanings assigned to them therein.

                  THE BASE INDENTURE, THE FIRST SUPPLEMENTAL INDENTURE, THE
SECOND SUPPLEMENTAL INDENTURE, THE THIRD SUPPLEMENTAL INDENTURE, THE FOURTH
SUPPLEMENTAL INDENTURE, THE FIFTH SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

                                      A-9
<PAGE>


                                TABLE OF CONTENTS

                                                                            PAGE

DEFINITIONS       2
Section 101       Definition of Terms   2

ARTICLE II GENERAL TERMS AND CONDITIONS OF THE NOTES    7
Section 201       Designation and Principal Amount    7
Section 202       Place of Payment: Security Register for Notes   7
Section 203       Global Note    7
Section 204       Interest    8

ARTICLE III COVENANTS    10
Section 301       Limitation on Liens on Stock or Indebtedness of Principal
                  Subsidiaries    10
Section 302       Limitations on Funded Debt    10

ARTICLE IV REDEMPTION OF THE NOTES     13
Section 401       Redemption of the Notes    13

Section 402       No Sinking Fund    13

ARTICLE V FORM OF NOTES    13
Section 501       Form of Notes    13

ARTICLE VI ORIGINAL ISSUE OF NOTES    13
Section 601       Original Issue of Notes   3

ARTICLE VII MISCELLANEOUS    14
Section 701       Ratification   14
Section 702       Trustee Not Responsible for Recitals    14
Section 703       Governing Law   14
Section 704       Separability    14
Section 705       Counterparts    14




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