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NORFOLK SOUTHERN
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CORPORATION
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(Exact name of registrant as specified in its charter)
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Virginia
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52 - 1188014
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification Number)
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Large accelerated filer T
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Accelerated filer o
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Non-accelerated filer o (Do not check if a smaller reporting company)
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Smaller reporting company o
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NORFOLK SOUTHERN CORPORATION
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By:
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/s/ Charles W. Moorman | |
Name:
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Charles W. Moorman
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Title:
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Chairman, President and Chief Executive Officer
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Signature
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Title
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/s/ Charles W. Moorman
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Chairman, President and Chief Executive Officer (Principal Executive Officer)
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Charles W. Moorman
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/s/ James A. Squires
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Executive Vice President Finance and Chief Financial Officer (Principal Financial Officer)
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James A. Squires
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/s/ C. H. Allison, Jr.
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Vice President and Controller (Principal Accounting Officer)
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C. H. Allison, Jr.
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Director
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Gerald L. Baliles
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Director
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Thomas J. Bell, Jr.
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Director
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Daniel A. Carp
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Director
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Gene R. Carter
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Director
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Alston D. Correll
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Director
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Landon Hilliard
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Director
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Karen N. Horn
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Director
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Burton M. Joyce
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Director
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Steven F. Leer
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Director
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Michael D. Lockhart
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Director
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J. Paul Reason
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*By: | ||
/s/ James A. Squires | ||
James A. Squires
Attorney-in-Fact
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Exhibit No.
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Description of Exhibits
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1.1
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Form of Underwriting Agreement for debt securities to be filed as an exhibit to a Current Report of Norfolk Southern on Form 8-K and incorporated by reference herein.
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1.2
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Form of Underwriting Agreement for preferred stock to be filed as an exhibit to a Current Report of Norfolk Southern on Form 8-K and incorporated by reference herein.
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1.3
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Form of Underwriting Agreement for common stock to be filed as an exhibit to a Current Report of Norfolk Southern on Form 8-K and incorporated by reference herein.
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4.1*
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Form of Senior Indenture between Norfolk Southern Corporation and U.S. Bank Trust National Association, as Trustee.
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4.2*
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Form of Subordinated Indenture between Norfolk Southern Corporation and U.S. Bank Trust National Association, as Trustee.
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4.3
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Form of Senior Note with respect to each particular series of Senior Note issued hereunder to be filed as an exhibit to a Current Report of Norfolk Southern on Form 8-K and incorporated by reference herein.
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4.4
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Form of Subordinated Note with respect to each particular series of Subordinated Note issued hereunder to be filed as an exhibit to a Current Report of Norfolk Southern on Form 8-K and incorporated by reference herein.
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4.5
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Form of Certificate of Amendment with respect to any preferred stock issued hereunder to be filed as an exhibit to a Current Report of Norfolk Southern on Form 8-K and incorporated by reference herein.
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4.6
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Form of Warrant Agreement to be filed as an exhibit to a Current Report of Norfolk Southern on Form 8-K and incorporated by reference herein.
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Exhibit No.
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Description of Exhibits
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4.7
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Form of Warrant Certificate to be filed as an exhibit to a Current Report of Norfolk Southern on Form 8-K and incorporated by reference herein.
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4.8
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Form of Depositary Agreement to be filed as an exhibit to a Current Report of Norfolk Southern on Form 8-K and incorporated by reference herein.
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4.9
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Form of Depositary Receipt to be filed as an exhibit to a Current Report of Norfolk Southern on Form 8-K and incorporated by reference herein.
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4.10
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Purchase Contract Agreement setting forth Stock Purchase Contracts and Stock Purchase Units to be filed as an exhibit to a Current Report of Norfolk Southern on Form 8-K and incorporated by reference herein.
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4.11**
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Indenture, dated as of January 15, 1991, from Norfolk Southern Corporation to First Trust of New York, National Association (now known as U.S. Bank Trust National Association), as successor Trustee to Morgan Guaranty Trust Company of New York (the "1991 Indenture").
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4.12
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First Supplemental Indenture, dated May 19, 1997, between Norfolk Southern Corporation and First Trust of New York, National Association, as Trustee, is incorporated herein by reference to Exhibit 1.1(d) to Norfolk Southern Corporation's Form 8-K filed on May 21, 1997.
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4.13
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Second Supplemental Indenture, dated April 26, 1999, between Norfolk Southern Corporation and U.S. Bank Trust National Association, as Trustee, is incorporated herein by reference to Exhibit 1.1(c) to Norfolk Southern Corporation's Form 8-K filed on April, 30, 1999.
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4.14
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Third Supplemental Indenture, dated May 23, 2000, between Norfolk Southern Corporation and U.S. Bank Trust National Association, as Trustee, is incorporated herein by reference to Exhibit 4.1 to Norfolk Southern Corporation's Form 8-K filed on May 25, 2000.
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4.15
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Fourth Supplemental Indenture, dated as of February 6, 2001, between Norfolk Southern Corporation and U.S. Bank Trust National Association, as Trustee, is incorporated herein by reference to Exhibit 4.1 to Norfolk Southern Corporation's Form 8-K filed on February 7, 2001.
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4.16
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Sixth Supplemental Indenture, dated as of April 30, 2002, between Norfolk Southern Corporation and U.S. Bank Trust National Association, as Trustee, is incorporated herein by reference to Exhibit 4.1 to Norfolk Southern Corporation's Form 8-K filed on May 1, 2002.
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4.17
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Eighth Supplemental Indenture, dated as of September 17, 2004, between Norfolk Southern Corporation and U.S. Bank Trust National Association, as Trustee, is incorporated herein by reference to Exhibit 4.1 to Norfolk Southern Corporation's Form 8-K filed on September 23, 2004.
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4.20
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Ninth Supplemental Indenture, dated as of March 11, 2005, between Norfolk Southern Corporation and U.S. Bank Trust National Association, as Trustee, is incorporated herein by reference to Exhibit 4.1 to Norfolk Southern Corporation's Form 8-K filed on March 15, 2005.
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4.21 |
Tenth Supplemental Indenture, dated as of May 17, 2005, between Norfolk Southern Corporation and U.S. Bank Trust National Association, as Trustee, is incorporated herein by reference to Exhibit 99.1 to Norfolk Southern Corporation's Form 8-K filed on May 18, 2005.
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4.22 |
Eleventh Supplemental Indenture, dated as of May 17, 2005, between Norfolk Southern Corporation and U.S. Bank Trust National Association, as Trustee, is incorporated herein by reference to Exhibit 99.2 to Norfolk Southern Corporation's Form 8-K filed on May 18, 2005.
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5.1**
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Opinion of William A. Galanko, Esq.
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5.2**
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
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12**
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Statement Re: Computation of Ratio of Earnings to Fixed Charges.
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Exhibit No.
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Description of Exhibits
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23.1**
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Consent of KPMG LLP, independent auditors.
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23.2
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Consent of William A. Galanko (included in Exhibit 5.1).
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23.3
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Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2).
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24
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Power of Attorney (included on the signature page to the Registration Statement).
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25.1*
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Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of U.S. Bank Trust National Association, with respect to the senior indenture.
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25.2*
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Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of U.S. Bank Trust National Association, with respect to the subordinated indenture.
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25.3**
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Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of U.S. Bank Trust National Association, with respect to the 1991 Indenture.
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