ARTICLES OF AMENDMENT

 

               TO THE RESTATED ARTICLES OF INCORPORATION

 

                                      of

 

                     NORFOLK SOUTHERN CORPORATION

 

             I.     The name of the corporation is NORFOLK SOUTHERN

CORPORATION (the "Corporation").

 

             II.   Pursuant to Section 13.1-369 of the Virginia

Stock Corporation Act and the authority conferred upon

the Board of Directors by the Restated Articles of Incorporation

of the Corporation, the Restated Articles of Incorporation of the

Corporation are hereby amended to create a new series of 600,000

shares of Preferred Stock, designated as "Series A Junior

Participating Preferred Stock" by adding the following

as Section C to Article III of such Restated Articles of

Incorporation:

 

 

             C.    Series A Junior Participating Preferred Stock

 

 

                   1.    Designation and Amount. The shares of

such series shall be designated as "Series A Junior Participating

Preferred Stock" and the number of shares constituting such series

shall be 600,000.

 

 

                   2.    Dividends and Distributions.

 

                         (a)  Subject to the prior and superior

          rights of the holders of any shares of any series

          of Preferred Stock ranking prior and superior to the

          shares of Series A Junior Participating Preferred

          Stock with respect to dividends, the holders of shares

          of Series A Junior Participating Preferred Stock

          shall be entitled to receive, when, as and if declared

          by the Board of Directors out of funds legally available

          for the purpose, quarterly dividends payable in cash

          on the first day of January, April, July and October

          in each year (each such date being referred to herein

          as a "Quarterly Dividend Payment Date"), commencing on

          the first Quarterly Dividend Payment Date after the

          first issuance of a share or fraction of a share of

          Series A Junior Participating Preferred Stock, in an

          amount per share (rounded to the nearest cent) equal

          to the greater of (a) $1.00 or (b) subject to the

          provision for adjustment hereinafter set forth,

          1000 times the aggregate per share amount of all cash

          dividends, and 1000 times the aggregate per share

          amount (payable in kind) of all non-cash dividends

          or other distributions other than a dividend payable in

          shares of Common Stock or a subdivision of the

          outstanding shares of Common Stock (by

          reclassification or otherwise), declared on the

          Common Stock, par value $1.00 per share, of the

          Corporation (the "Common Stock") since the

          immediately preceding Quarterly Dividend Payment

          Date, or, with respect to the first Quarterly Dividend

          Payment Date, since the first issuance of any share

          or fraction of a share of Series A Junior

          Participating Preferred Stock. In the event

          the Corporation shall at any time after

          September 26, 2000 (the "Rights Declaration Date"),

          (i) declare any dividend on Common Stock payable

          in shares of Common Stock, (ii) subdivide

          the outstanding Common Stock or (iii) combine

          the outstanding Common Stock into a smaller number of

          shares, then in each such case the amount to which

          holders of shares of Series A Junior Participating

          Preferred Stock were entitled immediately prior to

          such event under clause (b) of the preceding sentence

          shall be adjusted by multiplying such amount by a

          fraction the numerator of which is the number of

          shares of Common Stock outstanding immediately

          after such event and the denominator of which is

          the number of shares of Common Stock that were

          outstanding immediately prior to such event.

 

              (b)  The Corporation shall declare a dividend

          or distribution on the Series A Junior Participating

          Preferred Stock immediately after it declares a

          dividend or distribution on the Common Stock

          (other than a dividend payable in shares of Common

          Stock); provided that, in the event no dividend or

          distribution shall have been declared on the

          Common Stock during the period between any

          Quarterly Dividend Payment Date and the next

          subsequent Quarterly Dividend Payment Date, a

          dividend of $1.00 per share on the Series A Junior

          Participating Preferred Stock shall nevertheless

          be payable on such subsequent Quarterly Dividend

          Payment Date.

 

              (c)   Dividends shall begin to accrue and be

          cumulative on outstanding shares of Series A Junior

          Participating Preferred Stock from the Quarterly

          Dividend Payment Date next preceding the date of issue

          of such shares of Series A Junior Participating

          Preferred Stock, unless the date of issue of such

          shares is prior to the record date for the first

          Quarterly Dividend Payment Date, in which case

          dividends on such shares shall begin to accrue from

          the date of issue of such shares, or unless the date

          of issue is a Quarterly Dividend Payment Date or is

          a date after the record date for the determination

          of holders of shares of Series A Junior Participating

          Preferred Stock entitled to receive a quarterly

          dividend and before such Quarterly Dividend Payment

          Date, in either of which events such dividends shall

          begin to accrue and be cumulative from such Quarterly

          Dividend Payment Date. Accrued but unpaid dividends

          shall not bear interest.  Dividends paid on the shares

          of Series A Junior Participating Preferred Stock in an

          amount less than the total amount of such dividends at

          the time accrued and payable on such shares shall be

          allocated pro rata on a share-by-share basis among all

          such shares at the time outstanding. The Board of

          Directors may fix a record date for the determination

          of holders of shares of Series A Junior Participating

          Preferred Stock entitled to receive payment of a dividend

          or distribution declared thereon, which record date shall

          be no more than 30 days prior to the date fixed for

          the payment thereof.

 

                  3.     Voting Rights. The holders of shares of

Series A Junior Participating Preferred Stock shall have the

following voting rights:

 

             (a)    Subject to the provision for adjustment

          hereinafter set forth, each share of Series A Junior

          Participating Preferred Stock shall entitle the holder

          thereof to 1000 votes on all matters submitted to a vote

          of the shareholders of the Corporation. In the event the

          Corporation shall at any time after the Rights

          Declaration Date (i) declare any dividend on Common

          Stock payable in shares of Common Stock, (ii) subdivide

          the outstanding Common Stock or (iii) combine the

          outstanding Common Stock into a smaller number of

          shares, then in each such case the number of votes

          per share to which holders of shares of Series A

          Junior Participating Preferred Stock were entitled

          immediately prior to such event shall be adjusted

          by multiplying such number by a fraction the numerator

          of which is the number of shares of Common Stock

          outstanding immediately after such event and

          the denominator of which is the number of shares of

          Common Stock that were outstanding immediately prior

          to such event.

 

             (b)    Except as otherwise provided herein or by law,

          the holders of shares of Series A Junior Participating

          Preferred Stock and the holders of shares of Common Stock

          shall vote together as one class on all matters submitted

          to a vote of shareholders of the Corporation.

 

                  (i)    If at any time dividends on any Series A

           Junior Participating Preferred Stock shall be in arrears

           in an amount equal to six (6) quarterly dividends

           thereon, the occurrence of such contingency shall mark

           the beginning of a period (herein called a "Default

           Period") that shall extend until such time when

           all accrued and unpaid dividends for all previous

           quarterly dividend periods and for the current

           quarterly dividend period on all shares of Series A

           Junior Participating Preferred Stock then outstanding

           shall have been declared and paid or set apart for

           payment. During each Default Period, all holders of

           Preferred Stock (including holders of the Series A

           Junior Participating Preferred Stock) with dividends

           in arrears in an amount equal to six (6) quarterly

           dividends thereon, voting as a class, irrespective

           of series, shall have the right to elect two (2)

           directors.

 

                  (ii)   During any Default Period, such voting

           right of the holders of Series A Junior Participating

           Preferred Stock may be exercised initially at a

           special meeting called pursuant to subparagraph (iii)

           of this Section 3(b) or at any annual meeting of

           shareholders, and thereafter at annual meetings of

           shareholders; provided that neither such voting right

           nor the right of the holders of any other series

           of Preferred Stock, if any, to increase, in certain

           cases, the authorized number of directors shall be

           exercised unless the holders of ten percent (10%) in

           number of shares of Preferred Stock outstanding shall

           be present in person or by proxy. The absence of a

           quorum of the holders of Common Stock shall not affect

           the exercise by the holders of Preferred Stock of such

           voting right. At any meeting at which the holders of

           Preferred Stock shall exercise such voting right

           initially during an existing Default Period, they

           shall have the right, voting as a class, to elect

           directors to fill such vacancies,

           if any, in the Board of Directors as may then exist

           up to two (2) directors or, if such right is exercised

           at an annual meeting, to elect two (2) directors.

           If the number that may be so elected at any special

           meeting does not amount to the required number, the

           holders of the Preferred Stock shall have the right

           to make such increase in the number of directors as

           shall be necessary to permit the election by them

           of the required number. After the holders of the

           Preferred Stock shall have exercised their right

           to elect directors in any Default Period and during

           the continuance of such period, the number of directors

           shall not be increased or decreased except by vote of

           the holders of Preferred Stock as herein provided or

           pursuant to the rights of any equity securities ranking

           senior to or pari passu with the Series A Junior

           Participating Preferred Stock.

 

                  (iii)   Unless the holders of Preferred Stock

           shall, during an existing Default Period, have

           previously exercised their right to elect directors,

           the Board of Directors may order, or any shareholder

           or shareholders owning in the aggregate not less than

           ten percent (10%) of the total number of shares of

           Preferred Stock outstanding, irrespective of series,

           may request, the calling of a special meeting of the

           holders of Preferred Stock, which meeting shall

           thereupon be called by the President, a Vice President

           or the Corporate Secretary of the Corporation. Notice

           of such meeting and of any annual meeting at which

           holders of Preferred Stock are entitled to vote

           pursuant to this Paragraph (a)(i ii) shall be

           given to each holder of record of Preferred Stock by

           mailing a copy of such notice to him at his last

           address as the same appears on the books of the

           Corporation.  Such meeting shall be called for a

           time not earlier than 20 days and not later than

           60 days after such order or request or in default

           of the calling of such meeting within 60 days after

           such order or request, such meeting may be called

           on similar notice by any shareholder or shareholders

           owning in the aggregate not less than ten percent

           (10%) of the total number of shares of Preferred

           Stock outstanding.  Notwithstanding the provisions

           of this Paragraph (a)(iii), no such special meeting

           shall be called during the period within 60 days

           immediately preceding the date fixed for the next

           annual meeting of the shareholders.

 

                  (iv)    In any Default Period, the holders

          of Common Stock, and other  classes of stock of

          the Corporation if applicable, shall continue to be

          entitled to elect the whole number of directors until

          the holders of Preferred Stock shall have exercised

          their right to elect two (2) directors voting, as a class,

          after the exercise of which right (x) the directors so

          elected by the holders of Preferred Stock shall continue

          in office until their successors shall have been elected

          by such holders or until the expiration of the Default

          Period, and (y) any vacancy in the Board of Directors

          may (except as provided in Paragraph (a)(iii) of this

          Section 3) be filled by vote of a majority of the

          remaining directors theretofore elected by the holders

          of the class of stock that elected the director whose

          office shall have become vacant. References in this

          Paragraph (a) to directors elected by the holders of a

          particular class of stock shall include directors

          elected by such directors to fill vacancies as provided

          in clause (y) of the foregoing sentence.

 

                 (v)   Immediately upon the expiration of a

          Default Period, (x) the right of the holders of Preferred

          Stock as a class to elect directors shall cease, (y) the

          term of any directors elected by the holders of Preferred

          Stock as a class shall terminate and (z) the number of

          directors shall be such number as may be provided for

          in the Restated Articles of Incorporation or Bylaws

          irrespective of any increase made pursuant to the

          provisions of Paragraph (a)(i) of this Section 3 (such

          number being subject, however, to change thereafter in

          any manner provided by law or in the Restated Articles

          of Incorporation or Bylaws). Any vacancies in the Board

          of Directors effected by the provisions of clauses (y)

          and (z) in the preceding sentence may be filled by

          a majority of the remaining directors.

 

             (c)   Except as set forth herein, holders of Series A

          Junior Participating Preferred Stock shall have no special

          voting rights, and their consent shall not be required

          (except to the extent they are entitled to vote with

          holders of Common Stock as set forth herein)

          for taking any corporate action.

 

 

             4.    Certain Restrictions.

 

          (a)   Whenever quarterly dividends or other dividends

          or distributions payable on the Series A Junior

          Participating Preferred Stock as provided in Section 2

          are in arrears, thereafter and until all accrued and

          unpaid dividends and distributions, whether or not

          declared, on shares of Series A Junior Participating

          Preferred Stock outstanding shall have been paid in

          full, the Corporation shall not:

 

                  (i)    declare or pay dividends on, make any

                  other distributions on, or redeem or

                  purchase or otherwise acquire for consideration

                  any shares of stock ranking junior

                  (either as to dividends or upon liquidation,

                  dissolution or winding up) to the

                  Series A Junior Participating Preferred Stock;

 

                  (ii)   declare or pay dividends on or make any

                  other distributions on any shares

                  of stock ranking on a parity (either as to

                  dividends or upon liquidation, dissolution

                  or winding up) with the Series A Junior

                  Participating Preferred Stock, except dividends

                  paid ratably on the Series A Junior

                  Participating Preferred Stock and all

                  such parity stock on which dividends are payable

                  or in arrears in proportion to the

                  total amounts to which the holders of all such

                  shares are then entitled;

 

                  (iii)  redeem or purchase or otherwise acquire

                  for consideration shares of any stock ranking

                  on a parity (either as to dividends or upon

                  liquidation, dissolution or winding up) with

                  the Series A Junior Participating Preferred

                  Stock, provided that the Corporation may at

                  any time redeem, purchase or otherwise acquire

                  shares of any such parity stock in exchange

                  for shares of any stock of the Corporation

                  ranking junior (either as to dividends or upon

                  dissolution, liquidation or winding

                  up) to the Series A Junior Participating

                  Preferred Stock; or

 

                  (iv)   purchase or otherwise acquire for

                  consideration any shares of Series A

                  Junior Participating Preferred Stock, or any

                  shares of stock ranking on a parity

                  with the Series A Participating Preferred Stock,

                  except in accordance with a purchase offer made

                  in writing or by publication (as determined by

                  the Board of Directors) to all holders of such

                  shares upon such terms as the Board of Directors.

                  after consideration of the respective annual

                  dividend rates and other relative rights

                  and preferences of the respective series and

                  classes, shall determine in good faith

                  will result in fair and equitable treatment among

                  the respective series or classes.

 

          (b)   The Corporation shall not permit any subsidiary

          of the Corporation to purchase or otherwise acquire

          for consideration any shares of stock of the Corporation

          unless the Corporation could, under Paragraph (a) of this

          Section 4, purchase or otherwise acquire such shares

          at such time and in such manner.

 

 

                   5.    Reacquired Shares. Any shares of Series A

Junior Participating Preferred Stock purchased or otherwise acquired

by the Corporation in any manner whatsoever shall be retired and

cancelled promptly after the acquisition thereof. All such shares

shall upon their cancellation become authorized but unissued shares

of Preferred Stock to be created by resolution or resolutions of

the Board of Directors, subject to the conditions and restrictions

on issuance set forth herein.

 

 

                   6.    Liquidation Dissolution or Winding Up.

 

                   (a)   Upon any liquidation (voluntary or

          otherwise), dissolution or winding up of the

          Corporation, no distribution shall be made to the holders

          of shares of stock ranking junior (either as to dividends

          or upon liquidation, dissolution or winding up) to the

          Series A Junior Participating Preferred Stock unless,

          prior thereto, the holders of shares of Series A Junior

          Participating Preferred Stock shall have received $100

          per share, plus an amount equal to accrued and unpaid

          dividends and distributions thereon, whether or not

          declared, to the date of such payment (the "Series A

          Liquidation Preference"). Following the payment of

          the full amount of the Series A Liquidation Preference,

          no additional distributions shall be made to the holders

          of shares of Series A Junior Participating Preferred

          Stock unless, prior thereto, the holders of shares of

          Common Stock shall have received an amount per share

          (the "Common Adjustment") equal to the quotient obtained

          by dividing (i) the Series A Liquidation Preference by

          (ii) 1000 (as appropriately adjusted as set forth in

          subparagraph (c) below to reflect such events as stock

          splits, stock dividends and recapitalizations with

          respect to the Common Stock) (such number in clause

          (ii), the "Adjustment Number"). Following the payment of

          the full amount of the Series A Series A Liquidation

          Preference and the Common Adjustment in respect of

          all outstanding shares of Series A Junior Participating

          Preferred Stock and Common Stock, respectively, holders

          of Series A Junior Participating Preferred Stock and

          holders of shares of Common Stock shall receive their

          ratable and proportionate share of the remaining assets

          to be distributed in the ratio of the Adjustment

          Number to one with respect to such Preferred Stock and

          Common Stock. on a per share basis, respectively.

 

                      (b)   In the event, however, that there are

          not sufficient assets available to permit payment in

          full of the Series A Liquidation Preference and the

          liquidation preferences of all other series of Preferred

          Stock, if any, that rank on a parity with the Series A

          Junior Participating Preferred Stock, then such remaining

          assets shall be distributed ratably to the holders of

          such parity shares in proportion to their respective

          liquidation preferences. In the event, however, that

          there are not sufficient assets available to permit

          payment in full of the Common Adjustment, then such

          remaining assets shall be distributed ratably to the

          holders of Common Stock.

 

                     (c)   In the event the Corporation shall at

          any time after the Rights Declaration Date (i) declare

          any dividend on Common Stock payable in shares of Common

          Stock, (ii) subdivide the outstanding Common Stock or

          (iii) combine the outstanding Common Stock into a smaller

          number of shares, then in each such case the Adjustment

          Number in effect immediately prior to such event shall

          be adjusted by multiplying such Adjustment Number by a

          fraction, the numerator of which is the number of shares

          of Common Stock outstanding immediately after such event

          and the denominator of which is the number of shares of

          Common Stock that were outstanding immediately prior

          to such event.

 

 

                7.    Consolidation, Merger, etc. In case the

Corporation shall enter into any consolidation, merger, combination

or other transaction in which the shares of Common Stock are

exchanged for or changed into other stock or securities, cash

and/or any other property, then in any such case the shares of

Series A Junior Participating Preferred Stock shall at the same

time be similarly exchanged or changed in an amount per share

(subject to the provision for adjustment hereinafter set forth)

equal to 1000 times the aggregate amount of stock, securities,

cash and/or any other property (payable in kind), as the case

may be, into which or for which each share of Common Stock is

changed or exchanged. In the event the Corporation shall at any

time after the Rights Declaration Date (i) declare any dividend

on Common Stock payable in shares of Common Stock, (ii)

subdivide the outstanding Common Stock, or (iii) combine the

Outstanding Common Stock into a smaller number of shares, then

in each such case the amount set forth in the preceding sentence

with respect to the exchange or change of shares of Series A

Junior Participating Preferred Stock shall be adjusted by

multiplying such amount by a fraction the numerator of which is

the number of shares of Common Stock Outstanding immediately after

such event and the denominator of which is the number of shares

of Common Stock that were outstanding immediately prior to

such event.

 

                8.     No Redemption. The shares of Series A

Junior Participating Preferred Stock shall not be redeemable.

 

 

                9.     Ranking. The Series A Junior

Participating Preferred Stock shall rank junior to all other

series of the Corporation's Preferred Stock as to the payment

of dividends and the distribution of assets, unless the terms

of any such series shall provide otherwise.

 

 

                10.    Amendment. At any time when any

shares of Series A Junior Participating Preferred Stock are

outstanding, the Restated Articles of Incorporation of the

Corporation, as amended hereby, shall not be amended in any

manner that would materially alter or change the powers,

preferences or special rights of the Series A Junior Participating

Preferred Stock so as to affect them adversely without the

affirmative vote of the holders of a majority or more of the

outstanding shares of Series A Junior Participating Preferred

Stock, voting separately as a class.

 

 

                11.    Fractional Shares. Series A Junior

Participating Preferred Stock may be issued in fractions of a

share which shall entitle the holder, in proportion to such

holder's fractional shares, to exercise voting rights, receive

dividends, participate in distributions and to have the benefit

of all other rights of holders of Series A Junior Participating

Preferred Stock.

 

 

      III.    The foregoing amendment was duly adopted by

the Corporation's Board of Directors on September 26, 2000.

No shareholder action was required.

 

 

Dated: September 26, 2000             NORFOLK SOUTHERN CORPORATION

 

 

                                      By:   ______________________

                                            [Chairman of the Board]

ATTEST:

 

 

Corporate Secretary

 

 

 

 

<PAGE>

 

                  NORFOLK SOUTHERN CORPORATION

 

                     ARTICLES OF RESTATEMENT

 

     The following restatement of the Corporation's Articles of

Incorporation, which contains as an amendment not requiring

shareholder approval a new Article III, was adopted by the

Corporation's Board of Directors at a meeting held on July 22,1997.

 

 

                RESTATED ARTICLES OF INCORPORATION

 

                                OF

 

                  NORFOLK SOUTHERN CORPORATION

 

                             ARTICLE I

 

          The name of the Corporation is NORFOLK SOUTHERN CORPORATION.

 

                             ARTICLE II

 

          The purpose for which the Corporation is organized is to

transact any lawful business not required to be specifically stated

in the Articles of Incorporation.

 

                             ARTICLE III

 

          The Corporation shall have authority to issue one billion,

three hundred fifty million (1,350,000,000) shares of Common Stock,

par value $1 per share, and twenty-five million (25,000,000) shares

of Serial Preferred Stock, without par value.

 

          A.    Serial Preferred Stock

 

          1.    Issuance in Series. The Board of Directors is hereby

empowered to cause the Serial Preferred Stock of the Corporation

to be issued in series with such of the variations permitted by clauses

(a)-(h), both inclusive, of this Section 1 as shall have been fixed

and determined by the Board of Directors with respect to any series

prior to the issue of any shares of such series.

 

          The shares of the Serial Preferred Stock of different series

may vary as to:

 

          (a) the number of shares constituting such series and the

designation of such series, which shall be such as to distinguish

the shares thereof from the shares of all other series and classes;

 

          (b) the rate of dividend, the time of payment and, if

cumulative, the dates from which dividends shall be cumulative,

and the extent of participation rights, if any;

 

          (c) any right to vote with holders of shares of any

other series or class and any right to vote as a class, either

generally or as a condition to specified corporate action;

 

          (d) the price at and the terms and conditions on which

shares may be redeemed;

 

          (e) the amount payable upon shares in event of involuntary

liquidation;

 

          (f) the amount payable upon shares in event of voluntary

liquidation;

 

          (g) any sinking fund provisions for the redemption or

purchase of shares and

 

          (h) the terms and conditions on which shares may be

converted, if the shares of any series are issued with the privilege

of conversion.

 

          The shares of all series of Serial Preferred Stock shall

be identical except as, within the limitations set forth above in

this Section 1, shall have been fixed and determined by the Board

of Directors prior to the issuance thereof.

 

          2.    Dividends. The holders of the Serial Preferred Stock

of each series shall be entitled to receive, if and when declared

payable by the Board of Directors, dividends in lawful money of the

United States of America, at the dividend rate for such

series, and not exceeding such rate except to the extent of any

participation right. Such dividends shall be payable on such dates

as shall be fixed for such series. Dividends, if cumulative and in

arrears, shall not bear interest.

 

          No dividends shall be declared or paid upon or set apart

for the Common stock or for stock of any other class hereafter created

ranking junior to the Serial Preferred Stock in respect of dividends

or assets (hereinafter called Junior Stock), and no shares of Serial

preferred Stock, Common Stock or Junior Stock shall be purchased,

redeemed or otherwise reacquired for a consideration, nor shall any

funds be set aside for or paid to any sinking fund therefor, unless

and until (i) full dividends on the outstanding Serial Preferred

Stock at the dividend rate or rates therefor, together with the

full additional amount required by any participation right, shall

have been paid or declared and set apart for payment with respect

to all past dividend periods, to the extent that the holders of the

Serial Preferred Stock are entitled to dividends with respect to any

past dividend period, and the current dividend period, and (ii) all

mandatory sinking fund payments that shall have become due in respect

of any series of the Serial Preferred Stock shall have been made.

Unless full dividends with respect to all past dividend periods on

the outstanding Serial Preferred Stock at the dividend rate or

rates therefor, to the extend that holders of the Serial Preferred

Stock are entitled to dividends with respect to any particular past

dividend period, together with the full additional amount required

by any participation right, shall have been paid or declared and set

apart for payment and all mandatory sinking fund payments that shall

have become due in respect of any series of the Serial Preferred

Stock shall have been made, no distributions shall be made to the

holders of the Serial Preferred Stock of any series unless

distributions are made to the holders of the Serial Preferred Stock

of all series then outstanding in proportion to the aggregate

amounts of the deficiencies in payments due to the respective series,

and all payments shall be applied, first, to dividends accrued and in

arrears, next, to any amount required by any participation right,

and, finally, to mandatory sinking fund payments. The terms "current

dividend period" and "past dividend period" mean, if two or more

series of Serial Preferred Stock having different dividend periods

are at the time outstanding, the current dividend period or any past

dividend period, as the case may be, with respect to each such

series.

 

          3.    Preference on Liquidation. In the event of any

liquidation, dissolution or winding up of the Corporation, the holders

of the Serial Preferred Stock of each series shall be entitled to receive,

for each share thereof, the fixed liquidation price for such series,

plus, in case such liquidation, dissolution or winding up shall have

been voluntary, the fixed liquidation premium for such series, if any,

together in all cases with a sum equal to all dividends accrued or in

arrears thereon and the full additional amount required by any

participation right, before any distribution of the assets shall be

made to holders of the Common Stock or Junior Stock; but the holders

of the Serial Preferred Stock shall be entitled to no further

participation in such distribution. If, upon any such liquidation,

dissolution or winding up, the assets distributable among the holders

of the Serial Preferred Stock shall be insufficient to permit the

payment of the full preferential amounts aforesaid, then such assets

shall be distributed among the holders of the Serial Preferred Stock

then outstanding ratably in proportion to the full preferential

amounts to which they are respectively entitled. For the purposes of

this Section 3, the expression "dividends accrued or in arrears" means,

in respect of each share of the Serial Preferred Stock of any series

at a particular time, an amount equal to the product of the rate of

dividend per annum applicable to the shares of such series multiplied

by the number of years and any fractional part of a year that shall

have elapsed from the date when dividends on such shares became

cumulative to the particular time in question less the total amount

of dividends actually paid on the shares of such series or declared

and set apart for payment thereon; provided, however, that, if the

dividends on such shares shall not be fully cumulative, such

expression shall mean the dividends, if any, cumulative in respect

of such shares for the period stated in the articles of serial

designation creating such shares less all dividends paid in or with

respect to such period.

 

          B.    Common Stock

 

          1.    Subject to the provisions of law and the rights of

holders of shares at the time outstanding of all classes of stock

having prior rights as to dividends, the holders of Common Stock

at the time outstanding shall be entitled to receive such dividends

at such times and in such amounts as the Board of Directors may deem

advisable.

 

          2.    In the event of any liquidation, dissolution or

winding up (whether voluntary or involuntary) of the Corporation,

after the payment or provision for payment in full of all debts and

other liabilities of the Corporation and all preferential amounts to

which the holders of shares at the time outstanding of all classes

of stock having prior rights thereto shall be entitled, the remaining

net assets of the Corporation shall be distributed ratably among

the holders of the shares at the time outstanding of Common

Stock.

 

          3.    The holders of Common Stock shall be entitled to one

vote per share on all matters.

 

                             ARTICLE IV

 

          No holder of capital stock of the Corporation of any class

shall have any preemptive right to subscribe to or purchase (i)

any shares of capital stock of the Corporation, (ii) any

securities convertible into such shares or (iii) any options, warrants

or rights to purchase such shares or securities convertible into such

shares.

 

                             ARTICLE V

 

          The number of directors, unless otherwise fixed by the

bylaws, shall be sixteen. The directors shall be divided into three

classes, one of which shall be composed of six directors and two

of which shall be composed of five directors. At each annual meeting

of stockholders, the number of directors to be elected shall be

equal to the number of directors whose terms of office then expire,

of the Serial Preferred Stock of each series shall be entitled to receive,

or decreased, the number of directors then to be elected shall be as

nearly as possible one third of the total number of directors, and

each director shall hold office until the third succeeding annual

meeting after his election; provided, however, that at no election

shall a greater number of directors be elected than the number of

vacancies then existing, and provided further that, upon any increase

in the total number of directors, the additional vacancies shall

be so assigned by the Board of Directors to classes that the number

of directors of each class shall be as nearly equal as possible and

the vacancies shall be filled for terms corresponding to the classes

to which the vacancies are so assigned. Each director shall hold

office until his successor shall have been elected, and the terms of

office of directors elected by the Board of Directors to succeed former

directors shall expire at the next stockholders' meeting at which

directors are elected.

 

                             ARTICLE VI

 

          1.    In this Article:

 

          "expenses" includes, without limitation, counsel fees.

 

          "liability" means the obligation to pay a judgment, settlement,

          penalty, fine (including any excise tax assessed with respect

          to an employee benefit plan), or reasonable expenses incurred

          with respect to a proceeding.

 

          "party" includes, without limitation, an individual who was,

          is, or is threatened to be made a named defendant or respondent

          in a proceeding.

 

          "proceeding" means any threatened, pending, or completed

          action, suit, or proceeding whether civil, criminal,

          administrative, or investigative and whether formal or informal.

 

          2.    To the full extent that the Virginia Stock Corporation

Act, as it exists on the date hereof or as hereafter amended,

permits the limitation or elimination of the liability of directors

and officers, no director or officer of the Corporation made a

party to any proceeding shall be liable to the Corporation or its

stockholders for monetary damages arising out of any transaction,

occurrence or course of conduct, whether occurring prior or subsequent

to the effective date of this Article.

 

          3.    To the full extent permitted by the Virginia Stock

Corporation Act, as it exists on the date hereof or as hereafter

amended, the Corporation shall indemnify any person who was or is

a party to any proceeding, including a proceeding brought by or in

the right of the Corporation, by reason of the fact that he is or

was a director or officer of the Corporation, or while serving as

such director or officer, is or was serving at the request of the

Corporation as a director, trustee, partner or officer of another

corporation, partnership, joint venture, trust, employee benefit

plan or other enterprise, against any liability incurred by him in

connection with such proceeding. A person shall be considered to

be serving an employee benefit plan at the Corporation's request if

his duties to the Corporation also impose duties on, or otherwise

involve services by, him to the plan or to participants in or

beneficiaries of the plan. To the same extent, the Board

of Directors is hereby empowered, by a majority vote of a quorum

of disinterested directors, to enter into a contract to indemnify

any director or officer against liability and/or to advance or

reimburse his expenses in respect of any proceedings arising from

any act of omission, whether occurring before or after the

execution of such contract.

 

          4.   The provisions of this Article shall be applicable

to all proceedings commenced after it becomes effective, arising

from any act or omission, whether occurring before or after such

effective date. No amendment or repeal of this Article shall

impair or otherwise diminish the rights provided under this

Article (including those created by contract) with respect to any

act or omission occurring prior to such amendment or repeal.

The Corporation shall promptly take all such actions and make all

such determinations and authorizations as shall be necessary or

appropriate to comply with its obligation to make any indemnity

against liability, or to advance any expenses, under

this Article and shall promptly pay or reimburse all reasonable

expenses, including attorneys' fees, incurred by any such director

or officer in connection with such actions and determinations

or proceedings of any kind arising therefrom.

 

          5.    The termination of any proceeding by judgment, order,

settlement, conviction, or upon a plea of nolo contendere or its

equivalent, shall not of itself create a presumption that the director

or officer did not meet any standard of conduct that is a

prerequisite to the limitation or elimination of liability provided

in Section 2 or to his entitlement to indemnification under Section

3 of this Article.

 

          6.    Any indemnification under Section 3 of this Article

(unless ordered by a court) shall be made by the Corporation only

as authorized in the specific case upon a determination that

indemnification is proper in the circumstances because the proposed

indemnitee has met any standard of conduct that is a prerequisite to

his entitlement to indemnification under Section 3 of this Article.

 

          The determination shall be made:

 

          (a) By the Board of Directors by a majority vote of a

quorum consisting of directors not at the time parties to the

proceeding;

 

          (b) If a quorum cannot be obtained under subsection (a)

of this section, by majority vote of a committee duly designated by

the Board of Directors (in which designation directors who are

parties may participate), consisting solely of two or more

directors not at the time parties to the proceeding;

 

          (c) By special legal counsel:

 

                (i) Selected by the Board of Directors or its committee

                in the manner prescribed in subsection (a) or (b)

                of this section; or

 

                (ii) If a quorum of the Board of Directors cannot

                be obtained under subsection (a) this section

                and a committee cannot be designated under subsection

                (b) of this section, selected by a majority vote of

                the full Board of Directors, in which selection

                directors who are parties may participate; or

 

          (d) By the stockholders, but shares owned by or voted

          under the control of directors who are at the time parties

          to the proceeding may not be voted on the determination.

 

          Authorization of indemnification and evaluation as to

reasonableness of expenses shall be made in the same manner as

the determination that indemnification is appropriate, except that

if the determination is made by special legal counsel, such

authorizations and evaluations shall be made by those entitled

under subsection (c) of this section to select counsel.

 

          Notwithstanding the foregoing, in the event there has

been a change in the composition of a majority of the Board of

Directors after the date of the alleged act or omission with

respect to which indemnification, an advance or reimbursement is

claimed, any determination as to such indemnification, advance or

reimbursement shall be made by special legal counsel agreed upon

by the Board of Directors and the proposed indemnitee. If the

Board of Directors and the proposed indemnitee are unable to agree

upon such special legal counsel, the Board of Directors and the

proposed indemnitee each shall select a nominee, and the nominees

shall select such special legal counsel.

 

          7. (a) The Corporation shall pay for or reimburse the

          reasonable expenses incurred by a director or officer

          (and may do so for a person referred to in Section 8

          of this Article) who is a party to a proceeding in

          advance of final disposition of the proceeding or the

          making of any determination under Section 3 if the

          director, officer or person furnishes the Corporation:

 

               (i)  a written statement, executed personally, of his

               good faith belief that he has met any standard of

               conduct that is a prerequisite to his entitlement to

               indemnification under Section 3 of this Article;

               and

 

               (ii) a written undertaking, executed personally or

               on his behalf, to repay the advance if it is

               ultimately determined that he did not meet

               such standard of conduct.

 

         (b) The undertaking required by paragraph (ii) of

          subsection (a) of this section shall be an unlimited

          general obligation but need not be secured and may be

          accepted without reference to financial ability to make

          repayment.

 

         (c) Authorizations of payments under this section

         shall be made by the persons specified in Section 6.

 

          8.    The Board of Directors is hereby empowered, by

majority vote of a quorum consisting of disinterested directors,

to cause the Corporation to indemnify or contract to indemnify

any person not specified in Section 3 of this Article who was, is

or may become a party to any proceeding, by reason of the fact

that he is or was an employee or agent of the Corporation, or

is or was serving at the request of the Corporation as a director,

officer, employee or agent of another corporation, partnership,

joint venture, trust, employee benefit plan or other enterprise,

to the same or a lesser extent as if such person were specified

as one to whom indemnification is granted in Section 3. The

provisions of Sections 4 through 6 of this Article shall be

applicable to any indemnification provided hereafter pursuant

to this section.

 

          9.    The Corporation may purchase and maintain insurance to

indemnify it against the whole or any portion of the liability

assumed by it in accordance with this Article and may also procure

insurance, in such amounts as the Board of Directors may determine,

on behalf of any person who is or was a director, officer,

employee or agent of the Corporation, or is or was serving at

the request of the Corporation as a director, officer, employee

or agent of another corporation, partnership, joint venture, trust,

employee benefit plan or other enterprise, against any liability

asserted against or incurred by him in any such capacity or

arising from his status as such, whether or not the Corporation

would have power to indemnify him against such liability under

the provisions of this Article.

 

          10.   Every reference herein to directors, officers,

employees or agents shall include former directors, officers,

employees and agents and their respective heirs, executors and

administrators. The indemnification hereby provided and provided

hereafter pursuant to the power hereby conferred by this Article

on the Board of Directors shall not be exclusive of any other

rights to which any person may be entitled, including any right

under policies of insurance that may be purchased and maintained

by the Corporation or others, with respect to claims, issues or

matters in relation to which the Corporation would not have the

power to indemnify such person under the provisions of this Article.

Nothing herein shall prevent or restrict the power of the

Corporation to make or provide for any further indemnity, or

provisions for determining entitlement to indemnity, pursuant to

one or more indemnification agreements, bylaws, or other

arrangements (including, without limitation, creation of trust funds

or security interests funded by letters of credit or other means)

approved by the Board of Directors (whether or not any of the

directors of the Corporation shall be a party to or beneficiary

of any such agreements, bylaws or arrangements); provided, however,

that any provision of such agreements, bylaws or other

arrangements shall not be effective if and to the extent that

it is determined to be contrary to this Article or applicable

laws of the Commonwealth of Virginia, but other provisions of any

such agreements, bylaws or other arrangements shall not be affected

by any such determination.

 

          11.   Each provision of this Article shall be severable,

and an adverse determination as to any such provision shall in

no way affect the validity of any other provision.

 

 

                              ARTICLE VII

 

          The shareholder vote required, of each voting group

entitled to vote thereon, to approve an amendment to the

Corporation's Articles of Incorporation is a majority of all votes

entitled to be cast by that voting group, unless the Board of

Directors conditions approval of such an amendment upon a greater vote.

 

Dated: September 5,1997

 

                                NORFOLK SOUTHERN CORPORATION

 

 

                                By /s/ David R. Goode

                                     David R. Goode,

                                       Chairman of the Board, President

                                       and Chief Executive Officer

 

 

                [SEAL]          Attest /s/ Sandra T. Pierce

 

                                     Sandra T. Pierce

                                       Assistant Corporate Secretary

 

 

 

 

Norfolk Southern Corporation's Restated Articles of Incorporation are amended to revise Article V as follows:

                                                                         ARTICLE V 

The number of directors, unless otherwise fixed by the bylaws, shall be sixteen.  At the 2011 Annual Meeting of Stockholders, the successors of the directors whose terms expire at that meeting shall be elected for a term expiring at the 2012 Annual Meeting of Stockholders and until such director's successor shall have been elected and qualified.  At the 2012 Annual Meeting of Stockholders, the successors of the directors whose terms expire at that meeting shall be elected for a term expiring at the 2013 Annual Meeting of Stockholders and until such director's successor shall have been elected and qualified.  At the Annual Meeting of Stockholders in 2013 and thereafter, the successors of the directors whose terms expire at that meeting shall be elected for a one year term expiring at the next Annual Meeting of Stockholders and until such director's successor shall have been elected and qualified.  Each director shall hold office until his successor shall have been elected, and the terms of office of directors elected by the Board of Directors to succeed former directors shall expire at the next stockholders' meeting at which directors are elected.

 

[As Filed: 05-18-2010]