0000702165-09-000011 Sample Contracts

Registration Rights Agreement
Registration Rights Agreement • January 20th, 2009 • Norfolk Southern Corp • Railroads, line-haul operating • New York

This Registration Rights Agreement (the "Agreement") is made and entered into this 15th day of January, 2009, among Norfolk Southern Corporation, a Virginia corporation (the "Company"), and Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and UBS Securities LLC, (collectively, the "Representatives") as representatives of the several Purchasers named in Schedule A to the Purchase Agreement (the "Purchasers").

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