UNDERWRITING AGREEMENT June 2, 2022 BofA Securities, Inc. Morgan Stanley & Co. LLC Wells Fargo Securities, LLCUnderwriting Agreement • June 6th, 2022 • Norfolk Southern Corp • Railroads, line-haul operating • New York
The Notes will be issued pursuant to an Indenture, dated as of February 28, 2018, between the Company and U.S. Bank Trust Company, National Association (successor to U.S. Bank National Association), as trustee (the “Trustee”), as supplemented by a Ninth Supplemental Indenture to be dated as of June 13, 2022, between the Company and the Trustee (as so supplemented, the “Indenture”). The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Blanket Letter of Representations on file with the Depositary (the “DTC Agreement”), between the Company and the Depositary.
