0001341004-10-001466 Sample Contracts

Norfolk Southern Corporation 6% Senior Notes due 2105 UNDERWRITING AGREEMENT August 23, 2010
Underwriting Agreement • August 26th, 2010 • Norfolk Southern Corp • Railroads, line-haul operating • New York
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NORFOLK SOUTHERN CORPORATION as Issuer and as Trustee TWELFTH SUPPLEMENTAL INDENTURE Dated as of August 26, 2010 to INDENTURE Dated as of January 15, 1991 6% Senior Notes due 2105
Supplemental Indenture • August 26th, 2010 • Norfolk Southern Corp • Railroads, line-haul operating • New York

TWELFTH SUPPLEMENTAL INDENTURE dated as of August 26, 2010, (the "Twelfth Supplemental Indenture"), between Norfolk Southern Corporation, a Virginia corporation (the "Corporation"), and U.S. Bank Trust National Association, formerly known as First Trust of New York National Association, as successor trustee to Morgan Guaranty Trust Company of New York (the "Trustee"), under the Indenture, dated as of January 15, 1991, between the Corporation and the Trustee (the "Base Indenture"), as amended by the Second Supplemental Indenture, dated as of April 26, 1999, between the Corporation and the Trustee (as so amended, the "Amended Base Indenture").

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