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


 


 






 


EIGHTH
SUPPLEMENTAL INDENTURE


 


Dated
as of February 25, 2022


 


to


 


INDENTURE


 


Dated
as of February 28, 2018


 


 






 


3.000%
Senior Notes due 2032


3.700%
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 Eighth Supplemental Indenture	6
	SECTION 3.02	Effective Date of Eighth Supplemental Indenture	6
	SECTION 3.03	Counterparts	6
	SECTION 3.04	Trustee Not Responsible for Recitals	6
	SECTION 3.05	Governing Law	7






    	 



    	 



    

EIGHTH
SUPPLEMENTAL INDENTURE dated as of February 25, 2022 (this “Eighth 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 Eighth 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 two new series of Securities
under the Base Indenture to be known as its (i) “3.000% Senior Notes due 2032” (the “2032 Notes”)
and (ii) “3.700% Senior Notes due 2053” (the “2053 Notes” and, together with the 2032 Notes, 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 Eighth Supplemental Indenture;


WHEREAS,
the execution and delivery of this Eighth 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 Eighth Supplemental Indenture; and


WHEREAS,
all things necessary to make this Eighth 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 Eighth 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 Eighth Supplemental
Indenture and shall have the meaning set forth in this Eighth Supplemental Indenture only for purposes of this Eighth Supplemental
Indenture.



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“2032
Notes” has the meaning set forth in the recitals above.


“2053
Notes” has the meaning set forth in the recitals above.


“Below
Investment Grade Ratings Event” means, with respect to a series of Notes, on any day within the 60-day period (which
period shall be extended so long as the rating of such 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, such 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 a series of 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 February 25, 2022.


“Interest
Payment Date” means, with respect to the payment of interest on the Notes, March 15 and September 15 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.



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


“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
applicable Notes or fails to make a rating of the applicable 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 Eighth
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 Eighth 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 two
new series of Securities designated as the (i) “3.000% Senior Notes due 2032” and (ii) “3.700% Senior Notes
due 2053”, respectively. A 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 such
series of 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 such series of 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 of the applicable
series 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          Forms
of the Notes. The 2032 Notes and the 2053 Notes shall be issued in substantially the forms set forth in Exhibits A-1
and A-2 hereto, respectively.


SECTION
2.03          Principal
Amounts of the Notes. The 2032 Notes shall be initially issued in an aggregate principal amount of $600,000,000. The 2053
Notes shall be initially issued in an aggregate principal amount of $400,000,000.


 


SECTION
2.04          Interest
Rates; Stated Maturities.




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(a)               
The 2032 Notes issued pursuant to this Eighth Supplemental Indenture shall bear interest (computed on the basis of a 360-day
year consisting of twelve 30-day months) from February 25, 2022 at the rate of 3.000% per annum payable semiannually in arrears;
interest payable on each Interest Payment Date shall include interest accrued from February 25, 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 March 15 and September 15, commencing on September 15, 2022; and the record date for the interest payable on any Interest
Payment Date is the close of business on March 1 or September 1, as the case may be, next preceding the relevant Interest Payment
Date. The 2032 Notes shall have a Stated Maturity of March 15, 2032.


(b)              
The 2053 Notes issued pursuant to this Eighth Supplemental Indenture shall bear interest (computed on the basis of a 360-day
year consisting of twelve 30-day months) from February 25, 2022 at the rate of 3.700% per annum payable semiannually in arrears;
interest payable on each Interest Payment Date shall include interest accrued from February 25, 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 March 15 and September 15, commencing on September 15, 2022; and the record date for the interest payable on any Interest
Payment Date is the close of business on March 1 or September 1, as the case may be, next preceding the relevant Interest Payment
Date. The 2053 Notes shall have a Stated Maturity of March 15, 2053.


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, each series of 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 2032 Notes and the 2053 Notes are subject to redemption at the option of the Company as set forth in the forms
of Notes attached hereto as Exhibits A-1 and A-2, respectively.


SECTION
2.08          Change
of Control Repurchase Event.


(a)               
If a Change of Control Repurchase Event occurs with respect to a series of Notes, unless the Company has exercised its
right to redeem such Notes pursuant to paragraph 5 of the applicable Notes, the Company will make an offer to each Holder of the
applicable series of 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 of such series 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 applicable series of 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 applicable series of 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.



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(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.


(c)               
On the Repurchase Date following a Change of Control Repurchase Event with respect to a series of Notes, 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.



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ARTICLE
III



Miscellaneous


SECTION
3.01          Application
of Eighth Supplemental Indenture. Except as expressly provided herein, each and every term and condition contained in this
Eighth 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 Eighth Supplemental Indenture, the Base Indenture
shall remain in full force and effect and is hereby ratified and confirmed.


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


SECTION
3.03          Counterparts.
This Eighth 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 Eighth Supplemental Indenture or in any other
certificate, agreement or document related to this Eighth 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 Eighth Supplemental Indenture.



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SECTION
3.05          Governing
Law. This Eighth 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 Eighth 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 Eighth 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 Eighth Supplemental Indenture]




    	 



    	 



    

EXHIBIT A-1


 


[FORM OF
FACE OF 2032 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 2032 NOTE]


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







3.000% Senior
Note due 2032


CUSIP No. 655844
CM8


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 March 15, 2032.


Interest
Payment Dates: March 15 and September 15, commencing on September 15, 2022.


Record
Dates: March 1 and September 1.




    	 



    	 



    

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 2032 NOTE]



3.000% Senior Note due 2032


		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 March 15 and September 15 of each
year, commencing September 15, 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 February 25, 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 March 1
or September 1, 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 Depository.
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 Eighth Supplemental Indenture, dated
as of February 25, 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 “3.000% Senior Notes due 2032” (the “Notes”) and initially issued
in an aggregate principal amount of $600,000,000. The Notes include such $600,000,000 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



The Notes
will be redeemable as a whole at any time or in part from time to time, at the option of the Company as set forth in this paragraph
5. If the Notes are redeemed prior to the date that is three months prior to the Stated Maturity of the Notes, the Redemption
Price of the Notes to be redeemed will be equal to the greater of (i) 100% of the principal amount of such Notes or (ii) the sum
of the present values of the remaining scheduled payments of principal and interest thereon to and including the date that is
three months prior to the Stated Maturity of the Notes (exclusive of interest accrued to, but not including, the Redemption Date)
discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Yield plus 15 basis points, plus in each case accrued and unpaid interest on the principal amount being redeemed to, but not including,
the Redemption Date.


If the Notes
are redeemed on or after the date that is three months prior to the Stated Maturity, the Redemption Price for the Notes to be
redeemed will equal 100% of the principal amount of such Notes, plus accrued and unpaid interest to, but not including, the Redemption
Date.


“Treasury
Yield” means, with respect to any Redemption Date, (1) the yield, under the heading which represents the average for
the immediately preceding week, appearing in the most recently published statistical release designated “H.15” or
any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant
Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before
or after the date that is three months prior to the Stated Maturity of the Notes, yields for the two published maturities most
closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Yield will be interpolated or extrapolated
from such yields on a straight line basis, rounding to the nearest month), or (2) if such release (or any successor release) is
not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the
semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price of such Redemption Date. The
Treasury Yield will be calculated on the third Business Day preceding the Redemption Date.



    	 



    	 



    




“Comparable
Treasury Issue” means the United States Treasury security selected by the Independent Investment Banker as having a
maturity most comparable to the date that is three months prior to the Stated Maturity of the Notes, that would be utilized, at
the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities
of a maturity comparable to the remaining term of the Notes.


“Independent
Investment Banker” means one of the Reference Treasury Dealers appointed by the Company.


“Comparable
Treasury Price” means (A) the average of five Reference Treasury Dealer Quotations for such Redemption Date, after excluding
the highest and lowest Reference Treasury Dealer Quotations, or (B) if the Independent Investment Banker obtains fewer than five
such Reference Treasury Dealer Quotations, the average of all such quotations.


“Reference
Treasury Dealer” means each of (i) Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and a Primary Treasury
Dealer (as defined herein) appointed by U.S. Bancorp Investments, Inc.; and (ii) two other primary U.S. Government securities
dealers in New York, New York (“Primary Treasury Dealers”) appointed by the Company and their respective successors;
provided, however, that if any of the foregoing ceases to be a Primary Treasury Dealer or otherwise fails to provide a Reference
Treasury Dealer Quotation, the Company will substitute therefor another Primary Treasury Dealer.


“Reference
Treasury Dealer Quotation” means a quotation for a Comparable Treasury Issue provided by a Reference Treasury Dealer.


		6.	Sinking
                                         Fund



The Notes
are not subject to any sinking fund.


		7.	Notice
                                         of Redemption 



Notice of
redemption will be mailed by first-class mail at least 30 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. Notes in denominations larger than $2,000 may be redeemed in part but
only in whole multiples of $1,000. If the Company deposits with the Paying Agent money sufficient to pay the Redemption Price
of and accrued interest on all Notes (or portions thereof) to be redeemed on the Redemption Date by 10:00 a.m. New York City time
on the Redemption Date and certain other conditions are satisfied, on and after such Redemption Date interest ceases to accrue
on such Notes (or such 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

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 




    	 



    	 



    

EXHIBIT A-2


 


[FORM OF
FACE OF 2053 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 2053 NOTE]


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




 


3.700% Senior
Note due 2053


 


CUSIP No. 655844
CN6


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 March 15, 2053.


Interest
Payment Dates: March 15 and September 15, commencing on September 15, 2022.


Record
Dates: March 1 and September 1.




    	 



    	 



    

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 2053 NOTE]


3.700% 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 March 15 and September 15 of each
year, commencing September 15, 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 February 25, 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 March 1
or September 1, 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 Depository.
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 Eighth Supplemental Indenture, dated
as of February 25, 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 “3.700% Senior Notes due 2053” (the “Notes”) and initially issued
in an aggregate principal amount of $400,000,000. The Notes include such $400,000,000 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



The Notes
will be redeemable as a whole at any time or in part from time to time, at the option of the Company as set forth in this paragraph
5. If the Notes are redeemed prior to the date that is six months prior to the Stated Maturity of the Notes, the Redemption Price
of the Notes to be redeemed will be equal to the greater of (i) 100% of the principal amount of such Notes or (ii) the sum of
the present values of the remaining scheduled payments of principal and interest thereon to and including the date that is six
months prior to the Stated Maturity of the Notes (exclusive of interest accrued to, but not including, the Redemption Date) discounted
to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield
plus 20 basis points, plus in each case accrued and unpaid interest on the principal amount being redeemed to, but not including,
the Redemption Date.


If the Notes
are redeemed on or after the date that is six months prior to the Stated Maturity, the Redemption Price for the Notes to be redeemed
will equal 100% of the principal amount of such Notes, plus accrued and unpaid interest to, but not including, the Redemption
Date.


“Treasury
Yield” means, with respect to any Redemption Date, (1) the yield, under the heading which represents the average for
the immediately preceding week, appearing in the most recently published statistical release designated “H.15” or
any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant
Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before
or after the date that is six months prior to the Stated Maturity of the Notes, yields for the two published maturities most closely
corresponding to the Comparable Treasury Issue will be determined and the Treasury Yield will be interpolated or extrapolated
from such yields on a straight line basis, rounding to the nearest month), or (2) if such release (or any successor release) is
not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the
semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price of such Redemption Date. The
Treasury Yield will be calculated on the third Business Day preceding the Redemption Date.



    	 



    	 



    




“Comparable
Treasury Issue” means the United States Treasury security selected by the Independent Investment Banker as having a
maturity most comparable to the date that is six months prior to the Stated Maturity of the Notes, that would be utilized, at
the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities
of a maturity comparable to the remaining term of the Notes.


“Independent
Investment Banker” means one of the Reference Treasury Dealers appointed by the Company.


“Comparable
Treasury Price” means (A) the average of five Reference Treasury Dealer Quotations for such Redemption Date, after excluding
the highest and lowest Reference Treasury Dealer Quotations, or (B) if the Independent Investment Banker obtains fewer than five
such Reference Treasury Dealer Quotations, the average of all such quotations.


“Reference
Treasury Dealer” means each of (i) Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and a Primary Treasury
Dealer (as defined herein) appointed by U.S. Bancorp Investments, Inc.; and (ii) two other primary U.S. Government securities
dealers in New York, New York (“Primary Treasury Dealers”) appointed by the Company and their respective successors;
provided, however, that if any of the foregoing ceases to be a Primary Treasury Dealer or otherwise fails to provide a Reference
Treasury Dealer Quotation, the Company will substitute therefor another Primary Treasury Dealer.


“Reference
Treasury Dealer Quotation” means a quotation for a Comparable Treasury Issue provided by a Reference Treasury Dealer.


		6.	Sinking
                                         Fund



The Notes
are not subject to any sinking fund.


		7.	Notice
                                         of Redemption 



Notice of
redemption will be mailed by first-class mail at least 30 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. Notes in denominations larger than $2,000 may be redeemed in part but
only in whole multiples of $1,000. If the Company deposits with the Paying Agent money sufficient to pay the Redemption Price
of and accrued interest on all Notes (or portions thereof) to be redeemed on the Redemption Date by 10:00 a.m. New York City time
on the Redemption Date and certain other conditions are satisfied, on and after such Redemption Date interest ceases to accrue
on such Notes (or such 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