Exhibit 4.1


 


Execution Version


NORFOLK
SOUTHERN CORPORATION,


as Issuer


and


U.S. BANK
TRUST COMPANY, NATIONAL

ASSOCIATION (as successor to U.S. BANK

NATIONAL ASSOCIATION),


as
Trustee


 






 


NINTH
SUPPLEMENTAL INDENTURE


Dated
as of June 13, 2022


to


INDENTURE


Dated
as of February 28, 2018


 






 


4.550%
Senior Notes due 2053





    	 



    	 



    

TABLE OF
CONTENTS


	ARTICLE
    I
	 	 	 
	Definitions
	 	 	 
	SECTION 1.01	Definitions	1
	 
	ARTICLE II
	 
	Establishment of the Notes
	 	 	 
	SECTION 2.01	Designation and Establishment	3
	SECTION 2.02	Form of the Notes	3
	SECTION 2.03	Principal Amount of the Notes	3
	SECTION 2.04	Interest Rate; Stated Maturity	3 
	SECTION 2.05	No Sinking Fund	4
	SECTION 2.06	Global Notes and Denomination of the Notes	4
	SECTION 2.07	Optional Redemption	4
	SECTION 2.08	Change of Control Repurchase Event	4
	 
	ARTICLE III
	 
	Miscellaneous
	 	 	 
	SECTION 3.01	Application of Ninth Supplemental Indenture	5
	SECTION 3.02	Effective Date of Ninth Supplemental Indenture	5
	SECTION 3.03	Counterparts	6
	SECTION 3.04	Trustee Not Responsible for Recitals	6
	SECTION 3.05	Governing Law	6



    	 



    	 



    

NINTH
SUPPLEMENTAL INDENTURE dated as of June 13, 2022 (this “Ninth Supplemental Indenture”), by and between
Norfolk Southern Corporation, a Virginia corporation, as issuer (the “Company”), and U.S. Bank Trust Company,
National Association (as successor to U.S. Bank National Association), as trustee (the “Trustee”).


WHEREAS,
the Company executed and delivered the indenture, dated as of February 28, 2018, to the Trustee (the “Base Indenture”,
as supplemented by this Ninth Supplemental Indenture, the “Indenture”), to provide for the issuance of the
Company’s unsubordinated and unsecured debt securities to be issued in one or more series;


WHEREAS,
pursuant to Section 9.01 of the Base Indenture, the Company desires to provide for the establishment of a new series of Securities
under the Base Indenture to be known as its “4.550% Senior Notes due 2053” (the “Notes”), the form
and substance and the terms, provisions and conditions thereof to be set forth as provided in the Base Indenture and this Ninth
Supplemental Indenture;


WHEREAS,
the execution and delivery of this Ninth Supplemental Indenture and the issuance of the Notes have been authorized by a Board
Resolution and the Board of Directors has authorized the proper officers of the Company to execute and deliver any and all appropriate
documents necessary or appropriate to effect such issuance;


WHEREAS,
the Company requests that the Trustee execute and deliver this Ninth Supplemental Indenture; and


WHEREAS,
all things necessary to make this Ninth Supplemental Indenture a valid agreement of the Company and the Trustee, in accordance
with its terms, and to make the Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid
obligations of the Company, have been performed, and the execution and delivery of this Ninth Supplemental Indenture has been
duly authorized in all respects.


NOW THEREFORE,
in consideration of the premises and the purchase and acceptance of the Notes by the Holders thereof and other valuable consideration,
the receipt of which is hereby acknowledged by the Company, and for the purpose of setting forth, as provided in the Base Indenture,
the form, terms and conditions of the Notes, the Company covenants and agrees with the Trustee for the benefit of the Holders
of the Notes, as follows:


ARTICLE
I



Definitions


SECTION
1.01          Definitions.
Unless the context otherwise requires, capitalized terms used but not defined herein or in the recitals above have the respective
meanings set forth in the Base Indenture. The following additional terms are hereby established for purposes of this Ninth Supplemental
Indenture and shall have the meaning set forth in this Ninth Supplemental Indenture only for purposes of this Ninth Supplemental
Indenture.



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“Below
Investment Grade Ratings Event” means, with respect to the Notes, on any day within the 60-day period (which period
shall be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by any
Rating Agency) after the earlier of (1) the occurrence of a Change of Control; or (2) public notice of the occurrence of a Change
of Control or the intention by the Company to effect a Change of Control, the Notes are rated below investment grade by each and
every Rating Agency. Notwithstanding the foregoing, a Below Investment Grade Ratings Event otherwise arising by virtue of a particular
reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed
a Below Investment Grade Ratings Event for purposes of the definition of Change of Control Repurchase Event hereunder) if the
Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm
or inform the Trustee in writing at the Company’s request that the reduction was the result, in whole or in part, of any
event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not
the applicable Change of Control shall have occurred at the time of the Below Investment Grade Ratings Event).


“Change
of Control” means the consummation of any transaction (including, without limitation, any merger or consolidation) the
result of which is that any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange
Act), other than the Company or its subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act), directly or indirectly, of more than 50% of the combined voting power of the Company’s Voting Stock or other
Voting Stock into which the Company’s Voting Stock is reclassified, consolidated, exchanged or changed measured by voting
power rather than number of shares.


“Change
of Control Repurchase Event” means the occurrence of both a Change of Control and a Below Investment Grade Ratings Event
with respect to the Notes.


“DTC”
means The Depository Trust Company.


“Global
Note” means a Security evidencing all or a part of a series of Securities, issued to the Depositary for such series
in accordance with Section 2.12 of the Base Indenture.


“Initial
Issue Date” means June 13, 2022.


“Interest
Payment Date” means, with respect to the payment of interest on the Notes, June 1 and December 1 of each year.


“investment
grade” means, with respect to Moody’s, a rating of Baa3 or better (or its equivalent under any successor rating
categories of Moody’s); with respect to S&P, a rating of BBB- or better (or its equivalent under any successor rating
categories of S&P); and, with respect to any additional Rating Agency or Rating Agencies selected by the Company, the equivalent
investment grade credit rating.


“Moody’s”
means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.



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“Notes”
has the meaning set forth in the recitals above.


“Rating
Agency” means (1) each of Moody’s and S&P; and (2) if either of Moody’s or S&P ceases to rate the
Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally
recognized statistical rating organization” as defined in Section 3(a)(62) of the Exchange Act, selected by the Company
(as certified by a Board Resolution) as a replacement agency for Moody’s or S&P, or both of them, as the case may be.


“S&P”
means S&P Global Ratings, a division of S&P Global Inc., and its successors.


“Voting
Stock” of any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any
date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors
of such person.


The words
“herein,” “hereof,” and “hereunder” and other words of similar import refer to this Ninth
Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision. The rules of construction set
forth in Section 1.04 of the Base Indenture shall apply to this Ninth Supplemental Indenture.


ARTICLE
II



Establishment of the Notes


SECTION
2.01       Designation
and Establishment. Pursuant to the terms hereof and Section 2.01 of the Base Indenture, the Company hereby establishes a new
series of Securities designated as the “4.550% Senior Notes due 2053”. The series of Notes may be reopened, from time
to time, for issuances of additional Securities of such series. Any such additional Securities shall have the same ranking, interest
rate, Stated Maturity and other terms as the Notes (other than the issue date, issue price and payment of interest accruing prior
to the issue date of such additional Securities). Any such additional Securities, together with the Notes herein provided for,
shall constitute a single series of Securities under the Indenture. If any such additional Securities are not fungible with the
Notes issued on the Initial Issue Date for U.S. federal income tax purposes, such additional Securities will have a different
CUSIP number from such Notes issued on the Initial Issue Date.


SECTION
2.02       Form
of the Notes. The Notes shall be issued in substantially the form set forth in Exhibit A hereto.


SECTION
2.03       Principal
Amount of the Notes. The Notes shall be initially issued in an aggregate principal amount of $750,000,000.


SECTION
2.04       Interest Rate; Stated
Maturity.


(a)           
The Notes issued pursuant to this Ninth Supplemental Indenture shall bear interest (computed on the basis of a 360-day
year consisting of twelve 30-day months) from June 13, 2022 at the rate of 4.550% per annum payable semiannually in arrears; interest
payable on each Interest Payment Date shall include interest accrued from June 13, 2022, or from the most recent date to which
interest has been paid or duly provided for; the Interest Payment Dates on which such interest shall be payable are June 1 and
December 1, commencing on December 1, 2022; and the record date for the interest payable on any Interest Payment Date is the close
of business on May 15 or November 15, as the case may be, next preceding the relevant Interest Payment Date. The Notes shall have
a Stated Maturity of June 1, 2053.



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SECTION
2.05       No
Sinking Fund. No sinking fund is provided for the Notes.


SECTION
2.06       Global
Notes and Denomination of the Notes. Upon the original issuance, the Notes shall be represented by one or more Global Notes.
The Company shall issue the Notes in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof and
shall deposit the Global Notes with the Trustee as Custodian for DTC in New York, New York, and register the Global Notes in the
name of DTC or its nominee.


SECTION
2.07      Optional
Redemption. The Notes are subject to redemption at the option of the Company as set forth in the form of Note attached hereto
as Exhibit A.


SECTION
2.08       Change
of Control Repurchase Event.


(a)           
If a Change of Control Repurchase Event occurs with respect to the Notes, unless the Company has exercised its right to
redeem the Notes pursuant to paragraph 5 of the Notes, the Company will make an offer to each Holder of the Notes to repurchase
all or any part (in integral multiples of $1,000) of that Holder’s Notes at a repurchase price (the “Repurchase
Price”) in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus any accrued and unpaid
interest on the Notes repurchased to, but not including, the Repurchase Date (defined below). Within 30 days following a Change
of Control Repurchase Event or, at the Company’s option, prior to a Change of Control, but after the public announcement
of such Change of Control, the Company will mail, or cause to be mailed, a notice to each Holder of the Notes, with a copy to
the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event
and offering to repurchase the Notes on the payment date specified in the notice (such offer the “Repurchase Offer”
and such date the “Repurchase Date”), which Repurchase Date will be a Business Day that is no earlier than
30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation
of the Change of Control, state that the Repurchase Offer is conditioned on a Change of Control Repurchase Event occurring on
or prior to the Repurchase Date.


(b)          
The Company will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations
thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result
of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with
the Change of Control Repurchase Event provisions of the Notes, the Company will comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of
the Notes by virtue of such conflict.



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(c)           
On the Repurchase Date following a Change of Control Repurchase Event, the Company will, to the extent lawful:


(1)           
accept for payment all Notes or portions of Notes properly tendered pursuant to the Repurchase Offer;


(2)           
deposit with the Trustee, or with such Paying Agent as the Trustee may designate, an amount equal to the aggregate Repurchase
Price for all Notes or portions of Notes properly tendered; and


(3)           
deliver, or cause to be delivered, to the Trustee the Notes properly accepted, together with an Officers’ Certificate
stating the aggregate principal amount of Notes being repurchased by the Company pursuant to the Repurchase Offer and that all
conditions precedent to the repurchase by the Company of Notes pursuant to the Repurchase Offer have been complied with.


(d)           
The Trustee will promptly mail, or cause the Paying Agent to promptly mail, to each Holder of Notes, or portions of Notes,
properly tendered the Repurchase Price for such Notes, or portions of such Notes, and the Trustee will promptly authenticate and
mail (or cause to be transferred by book-entry) to each Holder a new note equal in principal amount to any unpurchased portion
of any Notes surrendered, as applicable; provided that each new note will be in a principal amount equal to $2,000 and
integral multiples of $1,000 in excess thereof.


(e)           
The Company will not be required to make a Repurchase Offer upon a Change of Control Repurchase Event if a third party
makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the
Company and such third party purchases all Notes or portions of Notes properly tendered and not withdrawn under its offer.


ARTICLE
III



Miscellaneous


SECTION
3.01       Application
of Ninth Supplemental Indenture. Except as expressly provided herein, each and every term and condition contained in this
Ninth Supplemental Indenture that modifies, amends or supplements the terms and conditions of the Base Indenture shall apply only
to the Notes established hereby, and not to any other series of Securities established under the Base Indenture. Except as specifically
amended and supplemented by, or to the extent inconsistent with, this Ninth Supplemental Indenture, the Base Indenture shall remain
in full force and effect and is hereby ratified and confirmed.


SECTION
3.02       Effective
Date of Ninth Supplemental Indenture. This Ninth Supplemental Indenture shall be effective upon the execution and delivery
hereof by each of the parties hereto.



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SECTION
3.03       Counterparts.
This Ninth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to
be an original, but all such counterparts shall together constitute but one and the same instrument. The words “execution,”
“signed,” “signature,” and words of like import in this Ninth Supplemental Indenture or in any other certificate,
agreement or document related to this Ninth Supplemental Indenture or the Notes shall include images of manually executed signatures
transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”)
and electronic signatures provided by DocuSign, AdobeSign or such other digital signature provider as specified in writing to
the Trustee by an authorized representative of the Company. For the avoidance of doubt, any written communication to the Trustee
hereunder may be signed manually and transmitted by facsimile or other electronic format (including, without limitation, “pdf”,
“tif” or “jpg”) or signed by way of an electronic signature provided by DocuSign, AdobeSign or such other
digital signature provider as specified in writing to the Trustee by an authorized representative of the Company. The use of electronic
signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated,
received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed
signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law, including the Federal
Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other
applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial
Code. The Company agrees to assume all risks arising out of the use of digital signatures and electronic methods to submit communications
to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception
and misuse by third parties.


SECTION
3.04       Trustee
Not Responsible for Recitals. The recitals herein contained are made by the Company and not by the Trustee, and the Trustee
assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of
this Ninth Supplemental Indenture.


SECTION
3.05       Governing
Law. This Ninth Supplemental Indenture and the Notes shall be construed in accordance with and governed by the laws of the
State of New York.


[Signature
Pages Follow]




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IN
WITNESS WHEREOF, the parties have caused this Ninth Supplemental Indenture to be duly executed as of the date first written above.


 


	 	NORFOLK SOUTHERN CORPORATION
	 	 	 
	 	By: 	/s/ Christopher
    R. Neikirk
	 	 	Name: Christopher R. Neikirk
	 	 	Title: Vice President & Treasurer



[Signature
Page to Ninth Supplemental Indenture]



    	 



    	 



    


	 	U.S. BANK TRUST COMPANY, NATIONAL
    ASSOCIATION (as successor to U.S. BANK NATIONAL ASSOCIATION), as Trustee
	 	 	 
	 	By: 	/s/ Christopher J. Grell
	 	 	Name: Christopher J. Grell
	 	 	Title: Vice President


[Signature
Page to Ninth Supplemental Indenture]




    	 



    	 



    

EXHIBIT A


 


[FORM OF
FACE OF NOTE]


[For Global Notes, include
the following legend:


THIS NOTE
IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY
NAMED BELOW OR A NOMINEE OF THE DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN
THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER
THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


[Add the following if the
Depositary is DTC: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]]




    	 



    	 



    


[FORM OF
FACE OF NOTE]


	No. _______	 	[Include for Global Notes:
    Up to] $_________


 


4.550% Senior
Note due 2053


CUSIP No. 655844
CP1


NORFOLK
SOUTHERN CORPORATION, a Virginia corporation, promises to pay to [include “Cede & Co.” for a Global
Note], or registered assigns, the principal sum of $____________ [include for a Global Note: adjusted as set forth
on the Schedule of Increases or Decreases in Global Note annexed hereto] on June 1, 2053.


Interest
Payment Dates: June 1 and December 1, commencing on December 1, 2022.


Record
Dates: May 15 and November 15.




    	 



    	 



    

Additional
provisions of this Note are set forth on the other side of this Note.


IN WITNESS
WHEREOF, the parties have caused this instrument to be duly executed.


 


	 	NORFOLK SOUTHERN CORPORATION
	 	 	 
	 	By	 
	 	 	Name:
	 	 	Title:





 


	TRUSTEE’S CERTIFICATE
    OF	 
	 	AUTHENTICATION	 
	 	 	 
	Dated:	 
	 	 	 
	U.S. BANK TRUST COMPANY, NATIONAL

    ASSOCIATION (as successor to U.S. BANK

    NATIONAL ASSOCIATION),	 
	 	as Trustee, certifies that this is one
    of	 
	 	the Notes referred to in the Indenture.	 
	 	 	 
	By:	 	 
	 	Authorized Signatory	 




    	 



    	 



    

[FORM OF
REVERSE SIDE OF NOTE]




4.550% Senior Note due 2053


	1.	Interest
                                         



NORFOLK
SOUTHERN CORPORATION, a Virginia corporation (such corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the “Company”), promises to pay interest on the principal amount of this Note
at the rate per annum shown above. The Company will pay interest semiannually in arrears on June 1 and December 1 of each year,
commencing December 1, 2022. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if
no interest has been paid, from June 13, 2022. Interest shall be computed on the basis of a 360-day year of twelve 30-day
months. The Company shall pay interest on overdue principal at the rate per annum borne by the Notes, and it shall pay interest
on overdue installments of interest at the rate per annum borne by the Notes to the extent lawful.


	2.	Method
                                         of Payment



The Company
will pay interest on the Notes (except defaulted interest) to the Persons who are Holders at the close of business on May 15 or
November 15, as the case may be, next preceding the Interest Payment Date even if Notes are canceled after the record date and
on or before the Interest Payment Date. Holders must surrender Notes to a Paying Agent to collect principal payments. The Company
will pay principal and interest in money of the United States of America that at the time of payment is legal tender for payment
of public and private debts. Payments in respect of the Notes represented by a Global Note (including principal, premium, if any,
and interest) will be made by wire transfer of immediately available funds to the accounts specified by the Depositary. The Company
will make all payments in respect of a definitive Note (including principal, premium, if any, and interest) by mailing a check
to the registered address of each Holder thereof; provided, however, that payments on the Notes may also be made,
in the case of a Holder of at least $1,000,000 aggregate principal amount of Notes, by wire transfer to a U.S. dollar account
maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice
to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant
due date for payment (or such other date as the Trustee may accept in its discretion).


	3.	Paying
                                         Agent and Registrar



Initially,
U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association) (the “Trustee”),
will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent or Registrar without notice. The Company
or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent or Registrar.



    	 



    	 



    


	4.	Indenture



The Company
issued the Notes under an Indenture, dated as of February 28, 2018, as supplemented by the Ninth Supplemental Indenture, dated
as of June 13, 2022 (together, the “Indenture”), between the Company and the Trustee. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15
U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). The Notes
are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of those terms. Terms defined
in the Indenture and not defined in this Note have the meanings ascribed thereto in the Indenture.


The Notes
are unsubordinated, unsecured obligations of the Company. This Note is one of the series of Securities referred to in the Indenture,
designated as the Company’s “4.550% Senior Notes due 2053” (the “Notes”) and initially issued
in an aggregate principal amount of $750,000,000. The Notes include such $750,000,000 aggregate principal amount of Notes and
an unlimited aggregate principal amount of additional Notes that may be issued under the Indenture. Such Notes and such additional
Notes will be treated as a single series and class of Securities under the Indenture. The Indenture imposes certain limitations
on the ability of the Company and its Restricted Subsidiaries to create or incur Liens, the Restricted Subsidiaries to create
or incur Funded Debt and the Company to consolidate or merge with or into any other Person or sell, transfer, assign, lease, convey
or otherwise dispose of all or substantially all of its assets to any Person.


	5.	Optional
                                         Redemption



Prior
to December 1, 2052 (six months prior to their maturity date) (the “Par Call Date”), the Company may redeem
the Notes at its option, in whole or in part, at any time and from time to time, at a Redemption Price (expressed as a percentage
of principal amount and rounded to three decimal places) equal to the greater of:


(1)
(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption
Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 25 basis points less (b) interest accrued to the date of redemption, and


(2)
100% of the principal amount of the Notes to be redeemed,


plus,
in either case, accrued and unpaid interest thereon to the Redemption Date.


On
or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a Redemption
Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption
Date.


“Treasury
Rate” means, with respect to any Redemption Date, the yield determined by the Company in accordance with the following
two paragraphs.



    	 



    	 



    

The
Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government
securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the
Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent
statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates
(Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S.
government securities–Treasury constant maturities–Nominal” (or any successor caption or heading). In determining
the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal
to the period from the Redemption Date to the Par Call Date (the “Remaining Life”); or (2) if there is no such
Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the
Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15
immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using
the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury
constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity
on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities
on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury
constant maturity from the Redemption Date.


If
on the third business day preceding the Redemption Date H.15 or any successor designation or publication is no longer published,
the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity
at 11:00 a.m., New York City time, on the second business day preceding such Redemption Date of the United States Treasury security
maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security
maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant
from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call
Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there
are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities
meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities
the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such
United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms
of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the
average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such
United States Treasury security, and rounded to three decimal places.


The
Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes,
absent manifest error.


	6.	Sinking
                                         Fund



The Notes
are not subject to any sinking fund.


 


	7.	Notice
                                         of Redemption 



Notice of
any redemption will be mailed by first-class mail or electronically delivered (or otherwise transmitted in accordance with the
depositary’s procedures) at least 10 days but not more than 60 days before the Redemption Date to each Holder of Notes to
be redeemed at his or her registered address. In the case of a partial redemption, selection of the Notes for redemption will
be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No Notes of
a principal amount of $2,000 or less will be redeemed in part. Notes of a principal amount larger than $2,000 may be redeemed
in part but only in whole multiples of $1,000. If any note is to be redeemed in part only, the notice of redemption that relates
to the note will state the portion of the principal amount of the note to be redeemed. A new note in a principal amount equal
to the unredeemed portion of the note will be issued in the name of the holder of the note upon surrender for cancellation of
the original note. For so long as the Notes are held by DTC (or another depositary), the redemption of the Notes shall be done
in accordance with the policies and procedures of the depositary.





    	 



    	 



    

Unless the
Company defaults in payment of the Redemption Price, on and after the Redemption Date interest shall cease to accrue on the Notes
or portions thereof called for redemption.


	8.	Denominations;
                                         Transfer; Exchange



The Notes
are in registered form without coupons in minimum denominations of $2,000 and whole multiples of $1,000 in excess thereof. A Holder
may transfer or exchange Notes in accordance with the Indenture. Upon any transfer or exchange, the Company may require a Holder
to cover any transfer tax or similar governmental charge payable in connection therewith. The Registrar need not register the
transfer of or exchange any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion of
the Note not to be redeemed) or to issue, register the transfer of or exchange any Notes for a period of 15 Business Days prior
to the mailing of a notice of redemption of Notes to be redeemed.


	9.	Persons
                                         Deemed Owners



The Holder
of this Note may be treated as the owner of it for all purposes.


	10.	Unclaimed
                                         Money



If money
for the payment of principal, premium, if any, or interest remains unclaimed for two years after such amount has become due and
payable, the Trustee or Paying Agent shall pay the money back to the Company at its written request unless an applicable abandoned
property law designates another Person to receive such money. After any such payment, Holders entitled to the money must look
only to the Company, and not to the Trustee or Paying Agent, for payment.


	11.	Discharge;
                                         Defeasance



Subject
to certain conditions, the Company at any time may terminate certain or all of its Obligations under the Notes and the Indenture
if the Company deposits with the Trustee money, U.S. Government Obligations or a combination thereof sufficient to pay and discharge
each installment of principal of, premium, if any, and interest on the Notes on the dates such installments of interest or principal
and premium are due. The Company may also satisfy and discharge the Indenture by delivering to the Trustee for cancellation all
Notes that have theretofore been authenticated and delivered, subject to certain conditions.






    	 



     


    

	12.	Amendment,
                                         Waiver



The Indenture
contains provisions permitting the Company and the Trustee, with the consent of the Holders of not less than a majority in principal
amount of the Outstanding Notes affected, to amend or supplement the Indenture; provided, however, that no such amendment or supplement
shall without the consent of each Holder of Notes (i) reduce the amount of Notes whose Holders must consent to an amendment, supplement
or waiver; (ii) reduce the rate of interest on any Notes; (iii) reduce the principal amount of or the premium, if any, on any
Notes or change the Stated Maturity of any Notes; (iv) change the place, manner, timing or Currency of payment of principal of,
premium, if any, or interest on any Notes; or (v) make any change in the amendment and waiver provisions. The Indenture also contains
provisions permitting the Holders of not less than a majority in principal amount of the Outstanding Notes affected thereby, on
behalf of all of the Holders of Notes, to waive compliance by the Company with any provision of the Indenture or the Notes, provided
that such waiver shall not affect the above provisions (i) – (v).


	13.	Defaults
                                         and Remedies



If an Event
of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then
Outstanding, by a notice in writing to the Company (and to the Trustee if given by Holders), may declare the unpaid principal
of (premium, if any) and accrued interest on, if any, Notes to be immediately due and payable. Certain events of bankruptcy or
insolvency are Events of Default.


Holders
of Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the
Indenture or the Notes unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of
a majority in aggregate principal amount of the Notes may direct the Trustee in its exercise of any trust or power under the Indenture.
The Holders of a majority in aggregate principal amount of the Notes then Outstanding, by written notice to the Company and the
Trustee, may rescind and annul any declaration of acceleration and its consequences if the Company has paid or deposited with
the Trustee a sufficient sum under the Indenture and all existing Events of Default, except nonpayment of principal, premium,
if any, or interest on the Notes that has become due solely by such declaration of acceleration, have been cured or waived.


	14.	Trustee
                                         Dealings with the Company



Subject
to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates
and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.


	15.	No
                                         Recourse Against Others



A director,
officer, employee or stockholder of the Company or the Trustee, as such, shall not have any liability for any Obligations of the
Company under the Notes or for any Obligations of the Company or the Trustee under the Indenture or for any claim based on, in
respect of or by reason of such Obligations or their creation. By accepting a Note, each Holder waives and releases all such liability.
The waiver and release are part of the consideration for the issue of the Notes.



    	 



    	 



    


	16.	Successors



Subject
to certain exceptions set forth in the Indenture, when a successor assumes all the Obligations of its predecessor under the Notes
and the Indenture in accordance with the terms of the Indenture, the predecessor will be released from those Obligations.


	17.	Authentication
                                         



This Note
shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Note.


	18.	Abbreviations
                                         



Customary
abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A
(=Uniform Gift to Minors Act).


	19.	Governing
                                         Law



THIS NOTE
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY AND THE TRUSTEE
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED THEREBY AND HEREBY.


	20.	CUSIP
                                         Numbers



Pursuant
to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers
to be printed on the Notes and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders.
No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption
and reliance may be placed only on the other identification numbers placed thereon.


The
Company will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in
it the text of this Note.




    	 



    	 



    

FORM OF
ASSIGNMENT


For
value received _________________ hereby sell(s), assign(s) and transfer(s) unto ________________ (Please insert social
security or other identifying number of assignee) the within Note, and hereby irrevocably constitutes and appoints
______________________ as attorney to transfer the said Note on the books of the Company, with full power of substitution in
the premises.


Dated:


	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	Signature(s)
	 	 	Signature(s) must be guaranteed by an Eligible
    Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.
	 	 	






    	 



    	 



    

[TO BE ATTACHED
TO GLOBAL NOTES]



SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE


The initial
principal amount of this Global Note is $____________. The following increases or decreases in this Global Note have been made:


	Date
        of Exchange
	Amount
        of decrease

        in Principal Amount

        of this Global Note
	Amount
        of increase

        in Principal Amount

        of this Global Note
	Principal
        amount of

        this Global Note

        following such

        decrease or increase
	Signature
        of

        authorized signatory

        of Trustee or Notes

        Custodian