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NORFOLK SOUTHERN CORPORATION&ZItem 203 Creation of a Direct Fh%
SCHEDULE A&j@600000000 5100 Senior Notes due&R600000000 5100 Senior Notes (1)&s600000000 5100 Senior Notes (2)9
Exhibit 41&)NOW THEREFORE in consideration %ɭNOW THEREFORE in considera (1)%NOW THEREFORE in considera (2)%CNOW THEREFORE in considera (3)%NOW THEREFORE in considera (4)%NOW THEREFORE in considera (5)%NOW THEREFORE in considera (6)%(NOW THEREFORE in considera (7)%NOW THEREFORE in considera (8)%
NOW THEREFORE in considera (9)% NOW THEREFORE in consider (10)%u+NOW THEREFORE in consider (11)%4NOW THEREFORE in consider (12)%=NOW THEREFORE in consider (13)%ENOW THEREFORE in consider (14)%QNOW THEREFORE in consider (15)
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SCHEDULE A!600000000 5100 Senior Notes due!600000000 5100 Senior Notes (1)!600000000 5100 Senior Notes (2)
Exhibit 41!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15)U }I"}$ }<}$ }1
NORFOLK SOUTHERN CORP8-K
08/02/2018$NORFOLK SOUTHERN CORPORATION Virginia 1-8339
52-1188014$
(State or Other Jurisdiction
(Commission
(IRS Employerof Incorporation)File Number)Identification Number)
Three Commercial Place
757-629-2680Norfolk, Virginia
23510-21910((Address of principal executive offices)1)(Registrant?s telephone number, including
area code)$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/2znb&bxbg=PF0*8X>
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SCHEDULE A!600000000 5100 Senior Notes due!600000000 5100 Senior Notes (1)!600000000 5100 Senior Notes (2)
Exhibit 41!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15)U }I }$ }7
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NORFOLK SOUTHERN CORP8-K
08/02/2018kcItem 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Ar Exhibit Description
Number?4,Underwriting Agreement, dated as of July 30,
.
&2018, among the Registrant and Merrill3+Lynch, Pierce, Fenner & Smith Incorporated,0(Morgan Stanley & Co. LLC and Wells FargoSecurities, LLC.ffffff@,$Second Supplemental Indenture, dated4,as of August 2, 2018, between the Registrant.&and U.S. Bank National Association, astrustee.ffffff@3+Opinion Letter of John M. Scheib, Executive.&Vice President, Law and Administration1)and Chief Legal Officer of the Registrant,$regarding the validity of the Notes.@2*Opinion Letter of Hinckley, Allen & Snyder0(LLP regarding the validity of the Notes.7@6.Consent of John M. Scheib (included in ExhibitDl?3'A\(r(ED !"#$%&'(
5.1).!!"3333337@"/"'Consent of Hinckley, Allen & Snyder LLP##"#(included in Exhibit 5.2).$%$&____________________________1')Created by Morningstar Document Research.0((http://documentresearch.morningstar.com/-n0$=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??NORFOLK SOUTHERN CORPORATION!Item 203 Creation of a Direct F!600000000 5100 Senior Notes due!600000000 5100 Senior Notes (1)!600000000 5100 Senior Notes (2)
Exhibit 41!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15)U }-}$ }}$ }}
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NORFOLK SOUTHERN CORP8-K
08/02/2018
SCHEDULE A
Underwriters Aggregate Aggregate
Aggregate
Aggregate
Principal
Principal
Principal
Principal Amount of Amount of
Amount of
Amount of
2025 Notes
2028 Notes to
2048 Notes
2118 Notes
to be
be Purchased
to be
to be Purchased
Purchased
Purchased-%Merrill Lynch, Pierce, Fenner & Smith~
~
~
~
F#*" Incorporated Morgan Stanley & Co. LLC~
~
~
~
F##Wells Fargo Securities, LLC~
~
~
~
F#$Capital One Securities, Inc.~
~
g
~
b
~
"$Fifth Third Securities, Inc.~
~
g
~
b
~
"%MUFG Securities Americas Inc.~
B~
g
~
b
~
"PNC Capital Markets LLC~
B~
g
~
b
~
"+#SMBC Nikko Securities America, Inc.~
B~
g
~
b
~
&U.S. Bancorp Investments, Inc.~
B~
"g
~
b
~
( The Williams Capital Group, L.P.~
B~
"g
~
~
Total~
G~
^_ ~
/
A
$____________________________Dlt(tW`t s !1 )Created by Morningstar Document Research.0!(http://documentresearch.morningstar.com/=PF0*8X>
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SCHEDULE A!600000000 5100 Senior Notes (1)!600000000 5100 Senior Notes (2)
Exhibit 41!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15)U }<(}$ }1
2
NORFOLK SOUTHERN CORP8-K
08/02/20181)$600,000,000 5.100% Senior Notes due 2118 Issuer: $ Norfolk Southern Corporation
"Description of Securities:1)$300,000,000 3.650% Senior Notes due 2025(the ?2025 Notes?)
1
)$400,000,000 3.800% Senior Notes due 2028(the ?2028 Notes?)1)$600,000,000 5.100% Senior Notes due 2118(the ?2118 Notes?)Format:SEC RegisteredDenominations:$2,000 x $1,000Trade Date:
July 30, 2018Settlement Date:August 2, 2018 (T+3)Principal Amount: 2025 Notes: $300,000,000 2028 Notes: $400,000,000 2118 Notes: $600,000,000Maturity Date:"2025 Notes: August 1, 2025"2028 Notes: August 1, 2028D.lymaU1k5e/m1l0 !"#$%&'()*+,-./01 " 2118 Notes: August 1, 2118!!"Benchmark Treasury:","$2025 Notes: 2.875% due July 31, 2025##+##2028 Notes: 2.875% due May 15, 2028$$0$(2118 Notes: 3.000% due February 25, 2048%%)&!Benchmark Treasury Price / Yield:&!&2025 Notes: 99-20 / 2.935''"'2028 Notes: 99-04+ / 2.977((!(2118 Notes: 97-28 / 3.110))%*Spread to Benchmark Treasury:*'*2025 Notes: T + 75 basis points++'+2028 Notes: T + 85 basis points,,(, 2118 Notes: T + 200 basis points-.$/____________________________10)Created by Morningstar Document Research.01(http://documentresearch.morningstar.com/(ETOFS=PF0*8X>
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SCHEDULE A!600000000 5100 Senior Notes due!600000000 5100 Senior Notes (2)
Exhibit 41!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15)U }U}$ }y<
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NORFOLK SOUTHERN CORP8-K
08/02/20181)$600,000,000 5.100% Senior Notes due 2118 Yield to Maturity: 2025 Notes: 3.685%
2028 Notes: 3.827%2118 Notes: 5.110%
Coupon:
2025 Notes: 3.650%2028 Notes: 3.800%2118 Notes: 5.100%Interest Payment Dates:7/February 1 and August 1, commencing February 1,~
Public Offering Price:3+2025 Notes: 99.786% of the principal amount3+2028 Notes: 99.778% of the principal amount3+2118 Notes: 99.806% of the principal amountOptional Redemption:802025 Notes: Any time at the following redemption2*price: (i) if the notes are redeemed prior3+to the date that is two months prior to the1)Maturity Date, the greater of 100% or the2*make-whole amount at a discount rate equal4,to the applicable Treasury Yield (as defined1)in the Preliminary Prospectus Supplement)3+plus 15 basis points, and (ii) if the notesD+ lymaU1}e(:Hy+A !"#$%&'()*+,-./0123456789:;<=>? 1 )are redeemed on or after the date that is!!4!,two months prior to the Maturity Date, 100%."""###$$8$02028 Notes: Any time at the following redemption%%2%*price: (i) if the notes are redeemed prior&&1&)to the date that is three months prior to''1')the Maturity Date, the greater of 100% or((0((the make-whole amount at a discount rate)).)&equal to the applicable Treasury Yield**1*)(as defined in the Preliminary Prospectus++5+-Supplement) plus 15 basis points, and (ii) if,,3,+the notes are redeemed on or after the date--2-*that is three months prior to the Maturity...Date, 100%.///000118102118 Notes: Any time at the following redemption2222*price: (i) if the notes are redeemed prior3333+to the date that is six months prior to the4414)Maturity Date, the greater of 100% or the5525*make-whole amount at a discount rate equal6646,to the applicable Treasury Yield (as defined7717)in the Preliminary Prospectus Supplement)8838+plus 30 basis points, and (ii) if the notes9919)are redeemed on or after the date that is::4:,six months prior to the Maturity Date, 100%.;;<CUSIP# / ISIN#:<-<%2025 Notes: 655844 CA4 / US655844CA49==-=%2028 Notes: 655844 BZ0 / US655844BZ09>>->%2118 Notes: 655844 CB2 / US655844CB22?Dlc?y,I\CYnj@ABCDEFGHIJKLMNOPQRSTUVW1@)$200,000,000 4.150% Senior Notes due 2048A(Reopening)BBCIssuer:C$CNorfolk Southern CorporationDDE
Reopening:E0E(The 4.150% Senior Notes due 2048 offeredFF0F(hereby and by the Preliminary ProspectusGG0G(Supplement constitute a further issuanceHH6H.of, and will be consolidated and form a singleII8I0series of debt securities with, the $500,000,000JJ0J(aggregate principal amount of the 4.150%KK:K2Senior Notes due 2048 issued by us on February 28,LL.L&2018 (collectively, the ?2048 Notes?).MM0M(The 2048 Notes offered hereby and by theNN.N&Preliminary Prospectus Supplement willOO6O.have the same CUSIP number as the $500,000,000PP0P(aggregate principal amount of 2048 NotesQQ/Q'previously issued on February 28, 2018.RR%RFollowing the issuance of theST$U____________________________1V)Created by Morningstar Document Research.0W(http://documentresearch.morningstar.com/4U=O]q'>=PF0*8X>
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SCHEDULE A!600000000 5100 Senior Notes due!600000000 5100 Senior Notes (1)
Exhibit 41!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15)U }<(}$ }=
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NORFOLK SOUTHERN CORP8-K
08/02/20181)$600,000,000 5.100% Senior Notes due 2118 / '$200,000,000 aggregate principal amount
;
3of 2048 Notes offered hereby and by the Preliminary,$Prospectus Supplement, the aggregate6.principal amount of the 2048 Notes outstanding
will be $700,000,000.Format:SEC RegisteredDenominations:$2,000 x $1,000Trade Date:
July 30, 2018Settlement Date:August 2, 2018 (T+3)Principal Amount:~
/Maturity Date:February 28, 2048Benchmark Treasury:$3.000% due February 25, 2048)!Benchmark Treasury Price / Yield:
97-28 / 3.110%Spread to Benchmark Treasury:T + 115 basis pointsDlymaU1GkS^FI1 !"#$%&'()*+,-./0123456789:;<=>? !Yield to Maturity:!!4.260%""#Coupon:##4.150%$$%Interest Payment Dates:%8%0February 28 and August 28, commencing August 28,&&~
&''(Public Offering Price:(5(-98.157% of the principal amount, plus accrued))0)(interest from and including February 28,**+*#2018 in the amount of $3,550,555.56++,Optional Redemption:,3,+Any time at the following redemption price:--2-*(i) if the notes are redeemed prior to the..5.-date that is six months prior to the Maturity//3/+Date, the greater of 100% or the make-whole00901amount at a discount rate equal to the applicable1151-Treasury Yield (as defined in the Preliminary2242,Prospectus Supplement) plus 20 basis points,3363.and (ii) if the notes are redeemed on or after44941the date that is six months prior to the Maturity555
Date, 100%667CUSIP# / ISIN#:7!7655844 BY3 / US655844BY3488$9Joint Book-Running Managers:9-9%Merrill Lynch, Pierce, Fenner & Smith:::Incorporated;; ;Morgan Stanley & Co. LLC<<#<Wells Fargo Securities, LLC==>Co-Managers:>$>Capital One Securities, Inc.??$?Fifth Third Securities, Inc.D<
lcK;-?It\c'@ABCDEFGHI@@%@MUFG Securities Americas Inc.AAAPNC Capital Markets LLCBB+B#SMBC Nikko Securities America, Inc.CC&CU.S. Bancorp Investments, Inc.DD(D The Williams Capital Group, L.P.EF$G____________________________1H)Created by Morningstar Document Research.0I(http://documentresearch.morningstar.com/=w=PF0*8X>
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SCHEDULE A!600000000 5100 Senior Notes due!600000000 5100 Senior Notes (1)!600000000 5100 Senior Notes (2)!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15)U }m}$ }U5}$ }}$
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NORFOLK SOUTHERN CORP8-K
08/02/2018Exhibit 4.1 ARTICLE I
Definitions
SECTION 1.01.
Definitions
~
ARTICLE II&Establishment of the New Notes
SECTION 2.01.%Designation and Establishment~
SECTION 2.02.Forms of the New Notes~
SECTION 2.03.*"Principal Amounts of the New Notes~
SECTION 2.04.)!Interest Rates; Stated Maturities~
SECTION 2.05.No Sinking Fund~
SECTION 2.06.0(Global Notes and Denomination of the New~
Notes
SECTION 2.07.Optional Redemption~
SECTION 2.08.*"Change of Control Repurchase Event~
ARTICLE III.&Establishment of Additional 2048 NotesDs ls=1)+5zW !"#$%&'()*+,-./012345 !
SECTION 3.01.!%!Designation and Authorization!!~
!!"
SECTION 3.02.")"!Form of the Additional 2048 Notes""~
""#
SECTION 3.03.#/#'Principal Amount of the Additional 2048##~
##$$
$Notes%
SECTION 3.04.%1%)Denomination of the Additional 2048 Notes%%~
%%&'
ARTICLE IV'()
Miscellaneous)***+
SECTION 4.01.+4+,Application of Second Supplemental Indenture++~
++,
SECTION 4.02.,-,%Effective Date of Second Supplemental,,~
,,--- Indenture.
SECTION 4.03...Counterparts..~
../
SECTION 4.04./,/$Trustee Not Responsible for Recitals//~
/"/0
SECTION 4.05.00
Governing Law00~
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SCHEDULE A!600000000 5100 Senior Notes due!600000000 5100 Senior Notes (1)!600000000 5100 Senior Notes (2)
Exhibit 41 NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15)U }U}$ }
NORFOLK SOUTHERN CORP8-K
08/02/2018kcNOW THEREFORE, in consideration of the premises and the purchase and acceptance of the Additional 2$ NORFOLK SOUTHERN CORPORATION
By
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SCHEDULE A!600000000 5100 Senior Notes due!600000000 5100 Senior Notes (1)!600000000 5100 Senior Notes (2)
Exhibit 41!NOW THEREFORE in consideration NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15)U }}$ }7
NORFOLK SOUTHERN CORP8-K
08/02/2018kcNOW THEREFORE, in consideration of the premises and the purchase and acceptance of the Additional 2 Dated:
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Exhibit 41!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15)U }y
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NORFOLK SOUTHERN CORP8-K
08/02/2018kcNOW THEREFORE, in consideration of the premises and the purchase and acceptance of the Additional 2
Date of Amount of decrease Amount of increase
Principal amount of
Signature of
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in Principal
in Principal
this Global Note
authorized signatoryAmount of thisAmount of this
following
of Trustee orGlobal NoteGlobal Note
such decrease or
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Exhibit 41!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15)U }U}$ }
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08/02/2018kcNOW THEREFORE, in consideration of the premises and the purchase and acceptance of the Additional 2$ NORFOLK SOUTHERN CORPORATION
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Exhibit 41!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15)U }}$ }7
NORFOLK SOUTHERN CORP8-K
08/02/2018kcNOW THEREFORE, in consideration of the premises and the purchase and acceptance of the Additional 2 TRUSTEE?S CERTIFICATE OF"
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NORFOLK SOUTHERN CORP8-K
08/02/2018kcNOW THEREFORE, in consideration of the premises and the purchase and acceptance of the Additional 2 Dated:
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??NORFOLK SOUTHERN CORPORATION!Item 203 Creation of a Direct F
SCHEDULE A!600000000 5100 Senior Notes due!600000000 5100 Senior Notes (1)!600000000 5100 Senior Notes (2)
Exhibit 41!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15)U }y
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NORFOLK SOUTHERN CORP8-K
08/02/2018kcNOW THEREFORE, in consideration of the premises and the purchase and acceptance of the Additional 2
Date of Amount of decrease Amount of increase
Principal amount of
Signature of
Exchange
in Principal
in Principal
this Global Note
authorized signatoryAmount of thisAmount of this
following
of Trustee orGlobal NoteGlobal Note
such decrease or
Notes Custodian
increase
$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/6/?3'g2>"nbV.=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??NORFOLK SOUTHERN CORPORATION!Item 203 Creation of a Direct F
SCHEDULE A!600000000 5100 Senior Notes due!600000000 5100 Senior Notes (1)!600000000 5100 Senior Notes (2)
Exhibit 41!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15)U }U}$ }
NORFOLK SOUTHERN CORP8-K
08/02/2018kcNOW THEREFORE, in consideration of the premises and the purchase and acceptance of the Additional 2$ NORFOLK SOUTHERN CORPORATION
By
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Title:$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/*h?3'h>2&=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??NORFOLK SOUTHERN CORPORATION!Item 203 Creation of a Direct F
SCHEDULE A!600000000 5100 Senior Notes due!600000000 5100 Senior Notes (1)!600000000 5100 Senior Notes (2)
Exhibit 41!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15)U }}$ }7
NORFOLK SOUTHERN CORP8-K
08/02/2018kcNOW THEREFORE, in consideration of the premises and the purchase and acceptance of the Additional 2/ 'TRUSTEE?S CERTIFICATE OF AUTHENTICATION
Dated:'
U.S. BANK NATIONAL ASSOCIATION,1)as Trustee, certifies that this is one of6.the Global Notes referred to in the Indenture.By:Authorized Signatory$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/6\?3'oW
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??NORFOLK SOUTHERN CORPORATION!Item 203 Creation of a Direct F
SCHEDULE A!600000000 5100 Senior Notes due!600000000 5100 Senior Notes (1)!600000000 5100 Senior Notes (2)
Exhibit 41!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15)U }}$ }7
NORFOLK SOUTHERN CORP8-K
08/02/2018kcNOW THEREFORE, in consideration of the premises and the purchase and acceptance of the Additional 2 Dated:
Signature(s)6.Signature(s) must be guaranteed by an Eligible-%Guarantor Institution with membership2*in an approved signature guarantee program5-pursuant to Rule 17Ad-15 under the SecuritiesExchange Act of 1934.$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/:c?3'y=qMbVJ"=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??NORFOLK SOUTHERN CORPORATION!Item 203 Creation of a Direct F
SCHEDULE A!600000000 5100 Senior Notes due!600000000 5100 Senior Notes (1)!600000000 5100 Senior Notes (2)
Exhibit 41!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15)U }y
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NORFOLK SOUTHERN CORP8-K
08/02/2018kcNOW THEREFORE, in consideration of the premises and the purchase and acceptance of the Additional 2
Date of Amount of decrease Amount of increase
Principal amount of
Signature of
Exchange
in Principal
in Principal
this Global Note
authorized signatoryAmount of thisAmount of this
following
of Trustee orGlobal NoteGlobal Note
such decrease or
Notes Custodian
increase
$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/6/?3'g2>"nbV.=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??NORFOLK SOUTHERN CORPORATION!Item 203 Creation of a Direct F
SCHEDULE A!600000000 5100 Senior Notes due!600000000 5100 Senior Notes (1)!600000000 5100 Senior Notes (2)
Exhibit 41!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15)U }U}$ }
NORFOLK SOUTHERN CORP8-K
08/02/2018kcNOW THEREFORE, in consideration of the premises and the purchase and acceptance of the Additional 2$ NORFOLK SOUTHERN CORPORATION
By
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Title:$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/*h?3'h>2&=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??NORFOLK SOUTHERN CORPORATION!Item 203 Creation of a Direct F
SCHEDULE A!600000000 5100 Senior Notes due!600000000 5100 Senior Notes (1)!600000000 5100 Senior Notes (2)
Exhibit 41!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15)U }}$ }7
NORFOLK SOUTHERN CORP8-K
08/02/2018kcNOW THEREFORE, in consideration of the premises and the purchase and acceptance of the Additional 2 TRUSTEE?S CERTIFICATE OF"
AUTHENTICATIONDated:
'U.S. BANK NATIONAL ASSOCIATION,1)as Trustee, certifies that this is one of6.the Global Notes referred to in the Indenture.$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/2?3'k_4}qe==PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??NORFOLK SOUTHERN CORPORATION!Item 203 Creation of a Direct F
SCHEDULE A!600000000 5100 Senior Notes due!600000000 5100 Senior Notes (1)!600000000 5100 Senior Notes (2)
Exhibit 41!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15)U }}$ }
NORFOLK SOUTHERN CORP8-K
08/02/2018kcNOW THEREFORE, in consideration of the premises and the purchase and acceptance of the Additional 2
By:Authorized Signatory
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??NORFOLK SOUTHERN CORPORATION!Item 203 Creation of a Direct F
SCHEDULE A!600000000 5100 Senior Notes due!600000000 5100 Senior Notes (1)!600000000 5100 Senior Notes (2)
Exhibit 41!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (15)U }}$ }7
NORFOLK SOUTHERN CORP8-K
08/02/2018kcNOW THEREFORE, in consideration of the premises and the purchase and acceptance of the Additional 2 Dated:
Signature(s)6.Signature(s) must be guaranteed by an Eligible-%Guarantor Institution with membership2*in an approved signature guarantee program5-pursuant to Rule 17Ad-15 under the SecuritiesExchange Act of 1934.$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/8?3'm1
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??NORFOLK SOUTHERN CORPORATION!Item 203 Creation of a Direct F
SCHEDULE A!600000000 5100 Senior Notes due!600000000 5100 Senior Notes (1)!600000000 5100 Senior Notes (2)
Exhibit 41!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14)U }y
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NORFOLK SOUTHERN CORP8-K
08/02/2018kcNOW THEREFORE, in consideration of the premises and the purchase and acceptance of the Additional 2
Date of Amount of decrease Amount of increase
Principal amount of
Signature of
Exchange
in Principal
in Principal
this Global Note
authorized signatoryAmount of thisAmount of this
following
of Trustee orGlobal NoteGlobal Note
such decrease or
Notes Custodian
increase
$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/6?3'OiRz=PF0*8X>
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