EXECUTION VERSION







 


AMENDMENT
NO. 15 TO


TRANSFER
AND ADMINISTRATION AGREEMENT


THIS
AMENDMENT NO. 15 TO TRANSFER AND ADMINISTRATION AGREEMENT (this “Amendment”), dated as of May 29, 2020,
is by and among Thoroughbred Funding, Inc.,
a Virginia corporation (the “SPV”), Norfolk
Southern Railway Company, a Virginia corporation, as originator (in such capacity, the “Originator”)
and as servicer (in such capacity, the “Servicer”), NORFOLK SOUTHERN CORPORATION, a Virginia
corporation (“NSC”), the “Committed Investors” party hereto, the “Managing Agents”
party hereto, and SMBC NIKKO SECURITIES AMERICA, INC. (“SMBC”), as the Administrative Agent for the
Investors. Capitalized terms used herein and not otherwise defined herein shall have the meaning given to such terms in the Transfer
and Administration Agreement (defined below).


 


WHEREAS,
the SPV, the Servicer, NSC, the Conduit Investors, the Committed Investors, the Managing Agents and the Administrative Agent are
parties to that certain Transfer and Administration Agreement dated as of November 8, 2007 (as amended, supplemented or otherwise
modified as of the date hereof, the “Transfer and Administration Agreement”); and


WHEREAS,
the parties to the Transfer and Administration Agreement have agreed to amend the Transfer and Administration Agreement on the
terms and conditions set forth herein.


NOW,
THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


Section
1.                
Amendment to the Transfer and Administration Agreement. Effective as of the date first written above and subject
to the execution of this Amendment by the parties hereto and the satisfaction of the conditions precedent set forth in Section
3 below, the Transfer and Administration Agreement is hereby amended as follows:


1.1.           
Section 11.14 of the Table of Contents is hereby amended and restated in its entirety to read as follows:


“SECTION
11.14          SMBC Roles.”


1.2.           
Each of the Preamble, Exhibit A of the Transfer and Administration Agreement and Exhibit D of the Transfer and Administration
Agreement is hereby amended by deleting the phrase “MUFG Bank, Ltd. formerly known as The Bank of Tokyo-Mitsubishi UFJ,
Ltd. (“BTMU”)” and inserting the phrase “SMBC Nikko Securities America, Inc. (“SMBC”)”
therefor.


1.3.           
Section 1.1 of the Transfer and Administration Agreement is hereby amended by deleting the definitions of “BTMU”
and “Credit Agreement” in their entirety.


1.4.           
Section 1.1 of the Transfer and Administration Agreement is hereby amended to add the following new definition in appropriate
alphabetical order therein:


“SMBC”
is defined in the Preamble.


1.5.           
The definition of “Administrative Agent” set forth in Section 1.1 of the Transfer and Administration Agreement
is hereby amended and restated in its entirety to read as follows:



    	 



    	 



    




“Administrative
Agent” means SMBC, in its capacity as administrative agent for the Investors, and any successor thereto appointed pursuant
to Article X.


1.6.           
The definition of “Alternate Rate” set forth in Section 1.1 of the Transfer and Administration Agreement is
hereby amended and restated in its entirety to read as follows:


“Alternate
Rate” means (i) with respect to the Investor Group for which Wells Fargo Bank, National Association is the Managing
Agent, for each day during any Rate Period for any Portion of Investment, an interest rate per annum equal to LMIR for such day
plus 0.95%, (ii) with respect to the Investor Group for which SMBC is the Managing Agent, for each day during any Rate
Period for any Portion of Investment, an interest rate per annum equal to LMIR for such day plus 0.95%, (iii) with respect
to the Investor Group for which U.S. Bank National Association is the Managing Agent, for each day during any Rate Period for
any Portion of Investment, an interest rate per annum equal to LMIR for such Rate Period plus 0.95%, (iv) with respect
to the Investor Group for which Capital One, National Association is the Managing Agent, for each day during any Rate Period for
any Portion of Investment, an interest rate per annum equal to LMIR for such Rate Period plus 0.95% and (v) with respect
to any other Investor Group for any Rate Period for any Portion of Investment, an interest rate per annum equal to the LIBO Rate
for such Rate Period plus 2.00%.


1.7.           
The definition of “Commitment Termination Date” set forth in Section 1.1 of the Transfer and Administration
Agreement is hereby amended and restated in its entirety to read as follows:


“Commitment
Termination Date” means May 28, 2021, or such later date to which the Commitment Termination Date may be extended by
the Committed Investors (in their sole discretion).


1.8.           
The definition of “Facility Limit” set forth in Section 1.1 of the Transfer and Administration Agreement is
hereby amended and restated in its entirety to read as follows:


“Facility
Limit” means, at any time, the lesser of (i) $400,000,000 and (ii) the aggregate Commitments then in effect.


1.9.           
Section 1.1 of the Transfer and Administration Agreement is hereby amended by deleting the definition of “GM Receivable”
in its entirety.


1.10.       
The definition of “Receivable” set forth in Section 1.1 of the Transfer and Administration Agreement is hereby
amended and restated in its entirety to read as follows:


“Receivable”
means (i) the gross amount payable by a shipper or consignee or agent thereof or by another carrier in respect of any carriage
of freight by the Originator or other service performed for a shipper or consignee or agent thereof by the Originator in relation
to such carriage of freight (including refrigeration, loading, unloading, diversion, transit, switching and weighing charges)
and (ii) any Other Carrier’s Divisions, in each case whether constituting an account, chattel paper, instrument or general intangible,
and includes the obligation to pay any finance charges, fees and other charges with respect thereto. A Receivable shall be deemed
to arise hereunder coincidentally with the initiation by the Originator (or, in the case of any Other Carrier’s Division,
the applicable carrier) of its carriage or other service and without regard to the issuance or absence thereof of any statement,
invoice or waybill by the Originator or any other carrier in respect thereof. For purposes of calculating the amount of Receivables
under this definition and when such calculation is called for elsewhere under the terms of this Agreement, “Receivables”
shall mean the aggregate of the amounts which would be set forth in the accounts of the SPV, NSC or the Originator specified on
Schedule I under the heading “Receivables or “Interline Receivable.” Excluded Receivables are not Receivables,
as used in this Agreement (but are Receivables for purposes of the First Tier Agreement).



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1.11.        
The definition of “Sanctioned Country” set forth in Section 1.1 of the Transfer and Administration Agreement
is hereby amended and restated in its entirety to read as follows:


“Sanctioned
Country” means, at any time, a country or territory which is the subject or target of any Sanctions, including, without
limitation, as of May 29, 2020, Crimea, Cuba, Iran, North Korea and Syria.


1.12.       
The definition of “Sanctions” set forth in Section 1.1 of the Transfer and Administration Agreement is hereby
amended and restated in its entirety to read as follows:


“Sanctions”
means any sanctions administered or enforced by the U.S. government, including those administered by the Office of Foreign Assets
Control of the U.S. Department of the Treasury or the U.S. Department of State, the United Nations Security Council, the European
Union, Her Majesty’s Treasury or other relevant sanctions authority.


1.13.       
Clause (iii) of the first sentence of Section 9.1 of the Transfer and Administration Agreement is hereby amended and restated
in its entirety to read as follows:


“(iii)
Taxes or Excluded Taxes other than Taxes or Excluded Taxes described in Section 9.1(j).”


1.14.       
Section 9.3 of the Transfer and Administration Agreement is hereby amended by deleting both references to the date “October
16, 2014” appearing in the first sentence of the fourth paragraph thereof and inserting the date “May 29, 2020”
in the place thereof.


1.15.       
Section 11.8(h) of the Transfer and Administration Agreement is hereby amended and restated in its entirety to read as
follows:


“(h)Notwithstanding
any other provision of this Agreement to the contrary, (i) any Investor may at any time pledge or grant a security interest in
all or any portion of its rights (including, without limitation, rights to payment of the principal balance of its Portion of
Investment and Yield with respect thereto) hereunder to secure obligations of such Investor to a Federal Reserve Bank, and (ii)
any Conduit Investor may at any time pledge or grant a security interest in all or any portion of its rights (including, without
limitation, rights to payment of the principal balance of its Portion of Investment and Yield with respect thereto) hereunder
to a collateral trustee in order to comply with Rule 3a-7 under the Investment Company Act of 1940 (as amended), in each case
without notice to or consent of the SPV or the Administrative Agent; provided, that no such pledge or grant of a security interest
shall release an Investor from any of its obligations hereunder or substitute any such pledgee or grantee for such Investor as
a party hereto.”



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1.16.       
Section 11.10(a) of the Transfer and Administration Agreement is hereby amended by amending and restating the first sentence
thereof in its entirety to read as follows:


“Each
party hereto agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed
(a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other
advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of
such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority,
(c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other
party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating
to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the
same as those of this Section 11.10, to any assignee of or participant in, or any prospective assignee of or participant
in, any of its rights or obligations under this Agreement, (g) by any Agent or any Investor to any rating agency, Commercial Paper
dealer, provider of credit enhancement or liquidity to a Conduit Investor or any Person providing financing to, or holding equity
interests in, a Conduit Investor, and to any officers, directors, employees, outside accountants and attorneys of any of the foregoing,
(h) by any Conduit Investor (or any administrative agent on its behalf) and its officers and employees to any collateral trustee
appointed by such Conduit Investor to comply with Rule 3a-7 under the Investment Company Act of 1940 (as amended), provided such
collateral trustee is informed of the confidential nature of such Information and such collateral trustee shall have entered into
a written agreement with such Conduit Investor containing customary provisions obligating such collateral trustee to maintain
the confidentiality of the Information disclosed to it by such Conduit Investor, (i) with the consent of the disclosing party,
or (j) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section
11.10 or (B) becomes available to any party on a nonconfidential basis from a source other than the disclosing party.


1.17.       
Section 11.14 of the Transfer and Administration Agreement is hereby amended and restated in its entirety to read as follows:


“SECTION
11.14SMBC Roles. Each of the Committed Investors acknowledges that SMBC acts, or may in the future act, (i) as administrative
agent or managing agent for one or more Conduit Investors or Committed Investors, (ii) as issuing and paying agent for the Commercial
Paper issued by one or more Conduit Investors, (iii) to provide credit or liquidity enhancement for the timely payment for the
Commercial Paper issued by one or more Conduit Investors and (iv) to provide other services from time to time for one or more
Conduit Investors or any Committed Investors (collectively, the “SMBC Roles”). Without limiting the generality
of this Section 11.14, each Committed Investor hereby acknowledges and consents to any and all SMBC Roles and agrees that in connection
with any SMBC Role, SMBC may take, or refrain from taking, any action that it, in its discretion, deems appropriate, including,
without limitation, in its role as administrative agent or managing agent for one or more Conduit Investors.”



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1.18.       
Schedule II of the Transfer and Administration Agreement is hereby amended and restated in its entirety as set forth on
Schedule I hereto.


1.19.       
Schedule 4.1(s) of the Transfer and Administration Agreement is hereby amended and restated in its entirety as set forth
on Schedule II hereto.


1.20.       
Schedule 11.3 of the Transfer and Administration Agreement is hereby amended and restated in its entirety as set forth
on Schedule III hereto.


1.21.       
Exhibit F to the Transfer and Administration Agreement is hereby amended and restated in its entirety as set forth on Schedule
IV hereto.


Section
2.                
Authorization of Financing Statements. The SPV hereby authorizes the filing of a financing statement amendment in
substantially the form attached hereto as Exhibit A-1 and a financing statement in the form attached hereto as Exhibit
A-2, in each case with the Commonwealth of Virginia State Corporation Commission. The Originator hereby authorizes the filing
of a financing statement amendment in substantially the form attached hereto as Exhibit A-3 and a financing statement in
the form attached hereto as Exhibit A-4, in each case with the Commonwealth of Virginia State Corporation Commission.


Section
3.                
Conditions Precedent. This Amendment shall become effective as of the date hereof (the “Effective Date”)
upon:


3.1.           
the receipt by each of SMBC, Wells Fargo Bank, National Association, Capital One, National Association and U.S. Bank National
Association, each as a Managing Agent, for the account of the Investors in the related Investor Group, of the Upfront Fee specified
in the Fee Letter by wire transfer of immediately available funds to the account specified for such Managing Agent in the Fee
Letter; and


3.2.           
the receipt by the Administrative Agent of this Amendment and that certain Fee Letter, of even date herewith (the “Fee
Letter”), from each Managing Agent and acknowledged by the SPV, duly executed by the parties thereto.


Section
4.                
Representations and Warranties.


4.1.           
(a)Each of the SPV and the Originator hereby represents and warrants that:


(i)                
This Amendment, the Transfer and Administration Agreement, as amended hereby, and the First Tier Agreement constitute legal,
valid and binding obligations of such parties and are enforceable against such parties in accordance with their respective terms,
except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting the enforcement of creditors’ rights generally and by general equitable principles.


(ii)              
Upon the effectiveness of this Amendment and after giving effect hereto, the covenants, representations and warranties
of each such party, respectively, set forth in Articles IV and VI of the Transfer and Administration Agreement, as applicable,
and as amended hereby, are true, complete and correct, in the case of such representations and warranties qualified by materiality,
in all respects, and otherwise in all material respects on and as of the date hereof as though made on and as of the date hereof
(except to the extent that such representations and warranties relate to an earlier date in which case such representations and
warranties that expressly relate to an earlier date are true, correct and complete, in the case of such representations and warranties
qualified by materiality, in all respects, and otherwise in all material respects, as of such earlier date).



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(b)              
The SPV hereby represents and warrants that, upon the effectiveness of this Amendment, no event or circumstance has occurred
and is continuing which constitutes a Termination Event or a Potential Termination Event.


Section
5.                
Post-Closing Covenant. On or prior to July 31, 2020 (or such later date agreed to in writing by the Administrative
Agent in its sole discretion), the SPV shall deliver to the Administrative Agent opinions regarding (i) corporate matters, enforceability,
no conflicts with law and no governmental approvals required with respect to this Amendment, the Resignation and Appointment Agreement,
dated as of the date hereof, among MUFG Bank, Ltd., SMBC, the Committed Investors, the Managing Agents, the SPV, the Originator
and NSC, the Fee Letter, the Reaffirmation of Performance Guaranty, dated as of the date hereof, made by NSC in favor of the Investors,
the Managing Agents and the Administrative Agent, the Notice of Successor Secured Party, dated as of the date hereof, from SMBC
and MUFG Bank, Ltd. to Wells Fargo Bank, N.A, the Notice of Successor Admnistrative Agent, dated as of the date hereof, from SMBC
and MUFG Bank, Ltd. to U.S. Bank National Association and the Notice of Successor Admnistrative Agent, dated as of the date hereof,
from SMBC and MUFG Bank, Ltd. to PNC Bank, National Association, (ii) creation of security interests under the Transfer and Administration
Agreement and the First Tier Agreement and (iii) perfection of such security interests in Virginia, in each case in form and substance
reasonably satisfactory to the Administrative Agent. Each of the parties hereto agrees that any failure to deliver any such opinion
on or prior to July 31, 2020 (or such later date agreed to in writing by the Administrative Agent in its sole discretion), shall
constitute a Termination Event under the Transfer and Administration Agreement.


Section
6.                
Reference to and Effect on the Transfer and Administration Agreement.


6.1.           
Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the Transfer and Administration
Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like
import shall mean and be a reference to the Transfer and Administration Agreement and its amendments, as amended hereby.


6.2.           
The Transfer and Administration Agreement, as amended hereby, and all other amendments, documents, instruments and agreements
executed and/or delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed.


6.3.           
Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of the Conduit Investors, the Committed Investors, the Managing Agents or the Administrative
Agent, nor constitute a waiver of any provision of the Transfer and Administration Agreement, any other Transaction Document or
any other documents, instruments and agreements executed and/or delivered in connection therewith.


Section
7.                
CHOICE OF LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK (WITHOUT REFERENCE TO THE CONFLICTS OF LAW PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW).


Section
8.                
Execution of Counterparts. This Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement. Delivery by facsimile or electronic mail (in .pdf or .tif format) of an executed
signature page of this Amendment shall be effective as delivery of an executed counterpart hereof.


Section
9.                
Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose.


[Signature
pages follow.]




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In
Witness Whereof, the parties
hereto have executed and delivered this Amendment as of the date first written above.


	 	 	 	 
	 	THOROUGHBRED
    FUNDING, INC.,
	 	as
    SPV
	 	 	 	 
	 	By: 	/s/
                                         Clyde H. Allison, Jr.
	 	Name: 	Clyde
    H. Allison, Jr.
	 	Title:	Chairman
    and President
	 	 	 	 
	 	NORFOLK
    SOUTHERN RAILWAY COMPANY,
	 	as
    Originator and as Servicer
	 	 	     	      
	 	By:	/s/
                                         Clyde H. Allison, Jr.
	 	Name:	Clyde
    H. Allison, Jr.
	 	Title:	Vice
    President and Treasurer
	 	 	 	 
	 	NORFOLK
    SOUTHERN CORPORATION
	 	 	 	 
	 	By: 	/s/ Clyde H. Allison, Jr.
	 	Name: 	Clyde
    H. Allison, Jr.
	 	Title:	Vice
    President and Treasurer




 


Signature Page to Amendment No. 15 to


Transfer and Administration Agreement



    	 



    	 



    

				
	 	CAPITAL ONE, NATIONAL ASSOCIATION,
	 	as a Managing Agent and a Committed Investor
	 	 
	 	By: 	 /s/ Julianne Low
	 	Name: 	Julianne Low
	 	Title:	Senior Director




 


Signature Page to Amendment No. 15 to


Transfer and Administration Agreement





    	 



    	 



    

				
	 	SMBC NIKKO SECURITIES AMERICA, INC.,
	 	as Administrative Agent and a Managing Agent
	 	 
	 	By:	 /s/ Yukimi Konno
	 	Name:	Yukimi Konno
	 	Title:	Managing Director
	 	 
	 	SUMITOMO MITSUI BANKING CORPORATION,
	 	as a Committed Investor
	 	 
	 	By: 	/s/ Michael Maguire
	 	Name:	Michael Maguire
	 	Title:	Managing Director




 


Signature Page to Amendment No. 15 to


Transfer and Administration Agreement





    	 



    	 



    




				
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as a Managing Agent and a Committed Investor
	 	 
	 	By:  	/s/ Michaela Rankins
	 	Name:	Michaela Rankins
	 	Title:	Portfolio Manager



 


Signature Page to Amendment No. 15 to


Transfer and Administration Agreement




    	 



    	 



    

				
	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as a Managing Agent and a Committed Investor
	 	 
	 	By: 	/s/ Jeffrey K. Fricano
	 	Name:	Jeffrey K. Fricano
	 	Title:	Senior Vice President




 


Signature Page to Amendment No. 15 to


Transfer and Administration Agreement



    	 



    	 



    

Schedule I
to Amendment No. 15 to 


Transfer and
Administration Agreement 





 


SCHEDULE II

Investor Groups


 


SMBC Investor Group


 


	Conduit
    Investor: 	N/A
	Committed
    Investor: 	Sumitomo
    Mitsui Banking Corporation
	Commitment: 	$100,000,000	 
	Managing
    Agent: 	SMBC
    Nikko Securities America, Inc.
	 	 	 





Wells Fargo Investor Group


 


	Conduit
    Investor: 	N/A
	Committed
    Investor: 	Wells
    Fargo Bank, National Association
	Commitment: 	$100,000,000  	 
	Managing
    Agent: 	Wells
    Fargo Bank, National Association
	 	 	 





Capital One Investor Group


 


	Conduit
    Investor: 	N/A
	Committed
    Investor: 	Capital
    One, National Association
	Commitment: 	$100,000,000	 
	Managing
    Agent: 	Capital
    One, National Association
	 	 	 





U.S. Bank Investor Group


 


	Conduit
    Investor: 	N/A
	Committed
    Investor: 	U.S.
    Bank National Association
	Commitment: 	$100,000,000	 
	Managing
    Agent: 	U.S.
    Bank National Association







    	 



    	 



    

Schedule II
to Amendment No. 15 to 


Transfer and
Administration Agreement 





 


SCHEDULE 4.1(s)


 


List of
Blocked Account Banks and Blocked Accounts





 


[To be furnished
to the Securities and Exchange Commission upon request.] 




    	 



    	 



    

Schedule III
to Amendment No. 15 to 


Transfer and
Administration Agreement 








SCHEDULE
11.3

Address and Payment Information





[To be furnished
to the Securities and Exchange Commission upon request.]




    	 



    	 



    

Schedule
IV to Amendment No. 15 to 


Transfer and
Administration Agreement 





Exhibit
F


Form
of Servicer Report


 


[To be furnished
to the Securities and Exchange Commission upon request.] 




    	 



    	 



    

Exhibit A-1
to Amendment No. 15 to 


Transfer and
Administration Agreement 





Form
of Financing Statement Amendment (SPV)


 


[To be furnished
to the Securities and Exchange Commission upon request.] 




    	 



    	 



    

Exhibit A-2
to Amendment No. 15 to 


Transfer and
Administration Agreement 





Form
of Financing Statement (SPV)


 


[To be furnished
to the Securities and Exchange Commission upon request.] 




    	 



    	 



    

Exhibit A-3
to Amendment No. 15 to 


Transfer and
Administration Agreement 





Form
of Financing Statement Amendment (Originator)


 


[To be furnished
to the Securities and Exchange Commission upon request.]




    	 



    	 



    

Exhibit A-4
to Amendment No. 15 to 


Transfer and
Administration Agreement 





Form
of Financing Statement (Originator)


 


[To be furnished
to the Securities and Exchange Commission upon request.]