0001341004-11-001747 Sample Contracts

Registration Rights Agreement Dated as of September 14, 2011 between Norfolk Southern Corporation and and Merrill Lynch, Pierce, Fenner & Smith Incorporated
Registration Rights Agreement • September 15th, 2011 • Norfolk Southern Corp • Railroads, line-haul operating • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into this 14th day of September, 2011, between Norfolk Southern Corporation, a Virginia corporation (the “Company”), and J.P. Morgan Securities LLC (“J.P. Morgan”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (together with J.P. Morgan, the “Dealer Managers” and each, a “Dealer Manager”).

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NORFOLK SOUTHERN CORPORATION as Issuer and U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of September 14, 2011 to INDENTURE Dated as of June 1, 2009 6% Senior Notes due 2111
Third Supplemental Indenture • September 15th, 2011 • Norfolk Southern Corp • Railroads, line-haul operating • New York

THIRD SUPPLEMENTAL INDENTURE dated as of September 14, 2011 (the “Third Supplemental Indenture”), by and between Norfolk Southern Corporation, a Virginia corporation, as issuer (the “Company”), and U.S. Bank Trust National Association, as trustee (the “Trustee”).

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